Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Except for this Agreement, Section 4.17(a) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract described 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, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach.

Material Contracts. (a) Except for this Agreement, Section 4.17(a3.17(a) of the Company Disclosure Letter contains a complete lists all contracts, agreements, commitments, arrangements, leases (including with respect to personal property) and correct list, as of the date hereof, of each Contract described 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 other instruments to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company, any of its Subsidiaries or any of their respective properties or assets is subject, bound (other than any Company Benefit Plans (all Contracts Plans) as of the type described in date of this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):Agreement that: (i) each Contract are or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K; (other than Company Leasesii) contain non-compete covenants that limits restrict in any material respect the freedom operations of the Company, any Company Subsidiary or any of their respective affiliates its Subsidiaries (including Parent and its affiliates after or which, immediately following the Effective Time) to compete or engage in any line consummation of business or geographic region or with any Person or sellthe Merger, supply or distribute any product or service or that otherwise has the effect of restricting would restrict in any material respect the Company, operations of the Company Subsidiaries Surviving Corporation or affiliates (including Parent and any of its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar ContractAffiliates); (iii) with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement, relate to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and its Subsidiaries, taken as a whole; (iv) relate to (A) indebtedness for borrowed money or the deferred purchase price of property and having an outstanding principal amount in excess of $20,000,000 as of December 31, 2006 or (B) conditional sale arrangements, the sale, securitization or servicing of loans or loan portfolios, in each case in connection with which the aggregate actual or contingent obligations of the Company and its Subsidiaries under such contract are greater than $20,000,000; (v) were entered into after September 30, 2006 or not yet consummated, and involve the acquisition from another Person or divestiture Contract disposition to another Person, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration under such contract in excess of $20,000,000 (other than acquisitions or dispositions of assets in the ordinary course of business, including acquisitions and dispositions of inventory); (vi) relate to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including indemnification, “earnoutearn-out” or other contingent payment obligations) ), that are still in effect and, individually or in the aggregate, would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,00020,000,000; (ivvii) each Contract that provides for the Company contain material restrictions with respect to payment of dividends or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any distributions in respect of the Material Suppliers) that involves annual payments capital stock or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (v) each Contract that gives any Person the right to acquire any assets other equity interests of the Company or any Company Subsidiary (excluding of its Subsidiaries outside the ordinary course commitments to purchase goods or products) after the date hereof with consideration of more than $1,000,000business; (viii) other than in the ordinary course of business and an acquisition permitted under clause (vi) above, obligate the Company to make any settlement capital commitment or similar Contract with a Governmental Entity, other than those relating expenditure (including pursuant to Taxesany joint venture); (viiix) relate to any guarantee or assumption of other obligations or reimbursement of any maker of a letter of credit, except as has not been, for joint venture agreements and would not reasonably be expected to be, individually or other agreements entered into in the aggregate, ordinary course of business consistent with past practice; (x) relate to the purchase or sale of material real property; or (xi) are license agreements that are material to the business of the Company and the Company its Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any of its Subsidiaries is a party and licenses in Company Subsidiary has paid Intellectual Property Rights or received payments in excess of $2,000,000 in licenses out Company Intellectual Property owned by the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereofCompany, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) any Contract license agreements for software 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, each Contract that grants any right of first refusal or right of first offer or that limits the ability is generally commercially available. Each contract of the Company, any Company Subsidiary or any of its affiliates type described in clauses (including Parent or any of its affiliates after the Effective Timei) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; through (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect is referred to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken herein as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute “Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)Contract.” (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract is a valid, valid and binding and enforceable obligation of on the Company or the Company Subsidiary which that is a party thereto and, to the knowledge of the Company’s Knowledge, of each other party thereto, thereto and is in full force and effect, subject and (ii) the Company and its Subsidiaries have performed and complied with all obligations required to be performed or complied with by them under each Material Contract. There is no default under any Material Contract by the Company or any of its Subsidiaries or, to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as knowledge of the date hereof Company, by any other party, and without 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 any material breachof its Subsidiaries, or to the knowledge of the Company, by any other party, except which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.17(a5.14(a) of the Company Disclosure Letter Schedule contains a complete and correct list, list as of the date hereof, of this Agreement of each Contract described in this Section 4.17(a) under which of the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or following Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or to which any of bind or affect their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):assets: (i) each Contract (other than between the Company Leases) that limits in any material respect the freedom of the Company, any Company Subsidiary or any of their respective affiliates its Subsidiaries and any of the fifty (including Parent 50) largest direct end user licensees or other customers of the Company and its affiliates after Subsidiaries (determined on the Effective Time) to compete or engage in any line basis 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 in any material respect the Company, aggregate revenues recognized by the Company Subsidiaries or affiliates (including Parent and its affiliates after Subsidiaries over the Effective Timethree (3) from the developmentconsecutive fiscal quarter periods ended March 31, marketing or distribution of products and services, in each case, in any geographic area2014) (“Major Customers”); (ii) any material partnershipexcept for the Contracts disclosed in clause (i) above, strategic allianceeach Contract that involves performance of services or delivery of goods, joint ventureproducts or developmental, collaboration consulting or limited liability company agreement (other than any such agreement solely between or among services commitments by the Company and or any of its wholly owned Subsidiaries, providing for either (A) recurring annual payments to the Company or similar Contractany of its Subsidiaries after the date hereof of $2,500,000 or more or (B) aggregate payments to the Company or any of its Subsidiaries after the date hereof of $5,000,000 or more; (iii) each acquisition Contract between the Company or divestiture Contract that contains representations, covenants, indemnities any of its Subsidiaries and any of (a) licensors of Intellectual Property to the Company or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making any of its Subsidiaries providing for aggregate payments by the Company or any Company Subsidiary of future payments in excess its Subsidiaries of $1,000,0001,000,000 or more (determined on the basis of aggregate payments made by the Company and its Subsidiaries in the 2014 fiscal year to date (as of the date of this Agreement)), and (b) the fourteen (14) largest suppliers (other than licensors), including any supplier of goods, manufacturing, outsourcing or development services, to the Company or any of its Subsidiaries (determined on the basis of aggregate payments made by the Company and its Subsidiaries in the 2014 fiscal year to date (as of the date of this Agreement)) (collectively, “Major Suppliers”); (iv) each Contract that provides for between the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including its Subsidiaries and any of the Material Supplierstwenty-five (25) that involves annual payments largest distributors or consideration in excess resellers (including OEMs and value-added resellers) of $2,000,000any of the Company Products or services provided by the Company or any of its Subsidiaries (determined on the basis of aggregate sales of Company Products made through such distributors or resellers over the four (4) consecutive fiscal quarter period ended March 31, or that contains any minimum purchase commitments in excess of $2,000,000 annually2014; (v) each Contract that gives contains any Person the right to acquire any assets of provisions restricting the Company or any Company Subsidiary of its Affiliates or their successors from (excluding ordinary course commitments A) competing or engaging in any activity or line of business or with any Person or in any area or pursuant to purchase goods which any benefit or products) right is required to be given or lost as a result of so competing or engaging, or which would have any such effect after the date hereof with consideration Closing Date or (B) hiring or soliciting for hire the employees or contractors of more than $1,000,000any Third Party; (vi) each Contract that (A) grants any settlement exclusive rights to any Third Party, including any exclusive license or supply or distribution agreement or other exclusive rights, (B) grants any rights of first refusal, rights of first negotiation or similar Contract rights with a Governmental Entityrespect to any product, service or Company IP, (C) contains any provision that requires the purchase of all or any portion of the Company’s or any of its Subsidiaries’ requirements from any Third Party, or any other than those relating to Taxessimilar provision, or (D) grants “most favored nation” or similar rights; (vii) except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material each lease of real property with respect to the Company and the Company Subsidiarieslocations disclosed in Part I, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct Item 2 of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and Company’s annual report on Form 10-K for its affiliates after the Effective Time)fiscal year ended June 30, 2013; (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary of its Subsidiaries has paid agreed or received payments is required to provide any Third Party with rights in excess of $2,000,000 in the fiscal year ended February 1, 2025or access to source code (including on a contingent basis), or is obligated to pay or entitled provide for source code to receive payments be put in excess of $2,000,000 in the twelve (12) month period following the date hereofescrow, other than Contracts solely between the with respect to discontinued products that do not share source code with any current Company and a wholly owned Company Subsidiary or solely between wholly owned Company SubsidiariesProduct; (ix) any each Contract that obligates pursuant to which the Company or any Company Subsidiary of its Subsidiaries has been granted any license to make any capital investment or capital expenditure outside Intellectual Property, other than nonexclusive licenses granted in the ordinary course of business of the Company and in excess of $1,000,000 per annumits Subsidiaries consistent with past practice; (x) except where the exercise of any such right or imposition of such limitation has not beeneach Contract pursuant to which, 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, each Contract that grants any right of first refusal or right of first offer or that limits the ability Knowledge of the Company, any the Company Subsidiary or any of its affiliates Subsidiaries has granted any exclusive license to any Company IP which has an exclusivity period of six (including Parent 6) months or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assetslonger; (xi) each Contract that contains relating to Indebtedness (in any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in ), except any such Contract with an aggregate outstanding principal amount in excess of not exceeding $1,000,000 other and which may be prepaid on not more than Contracts solely between thirty (30) days’ notice without the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiariespayment of any penalty; (xivxii) each Contract pursuant to which the Company or any of its Subsidiaries is a party that creates or grants a material Lien (including Liens upon properties acquired under conditional sales, capital leases or other title retention or security devices), other than Permitted Liens; (xiii) each Contract under which the Company Subsidiary grants or receives any licenseof its Subsidiaries has, optiondirectly or indirectly, waivermade any loan, covenant capital contribution to, or other investment in, any Person (other than the Company or any of its Subsidiaries and other than (A) extensions of credit in the ordinary course of business consistent with past practice and (B) investments in marketable securities in the ordinary course of business); (xiv) each Contract under which the Company or any of its Subsidiaries has any obligations which have not been satisfied or performed (other than confidentiality obligations) relating to assert the acquisition or disposition of all or any portion of any business (whether by merger, sale of stock, sale of assets or otherwise) for consideration in excess of $1,000,000; (xv) any Contract (A) (1) between the Company or any of its Subsidiaries and any Governmental Authority, or (2) between the Company or any of its Subsidiaries, as a subcontractor, and any prime contractor to any Governmental Authority, in each case of (1) and (2) and providing for either aggregate payments to the Company or any of its Subsidiaries after the date hereof of $1,000,000 or more, or (B) financed by any Governmental Authority and subject to the rules and regulations of any Governmental Authority concerning procurement; (xvi) each partnership, joint venture or other similar right with respect Contract or arrangement material to the Company and its Subsidiaries, taken as a whole (but excluding reseller, referral and other commercial arrangements that do not involve the sharing of profits or losses or shared controlled of property); (xvii) each Contract for the development for the benefit of the Company or any of its Subsidiaries by any party other than the Company or its Subsidiaries, of Software or Intellectual Property that is material to the businesses of the Company and the Company its Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence ; (xviii) each employee collective bargaining agreement or similar arrangementother Contract with any labor union, and each employment Contract (other than for employment at-will or similar arrangements) that is not terminable by the Company without notice and without cost to the Company; (xix) each Contract: (A) non-exclusive licenses granted entered into in connection with the settlement or other resolution of any Proceeding that has any continuing material obligations, liabilities or restrictions with respect to the Company or Company Subsidiaries for generally available Software any of its Subsidiaries, or information technology services on substantially standardized terms, and (B) Contracts entered into in the last three (3) years in connection with the settlement or other resolution of any Proceeding that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights involved payment by or to use Intellectual Property are incidental to performance thereunder; (xv) each Contract between the Company or any Company Subsidiaryof its Subsidiaries of more than $1,000,000; (xx) each Contract providing for indemnification of any Person (A) with respect to material liabilities relating to any current or former business of the Company, on the one handany of its Subsidiaries or any predecessor Person, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) indemnification obligations of the Company or any Company Subsidiary, any beneficial owner, directly or indirectly, of more than five percent (5%) 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 its Subsidiaries pursuant to which the provisions of a Contract entered into by the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate, beneficial owner of its Subsidiaries in the ordinary course of business consistent with past practice or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. To , or (B) with respect to claims involving infringement or misappropriation of any Intellectual Property rights of any Third Party, which Contract is material and does not provide the Company or its Subsidiaries with the right to (1) assume control of the defense and settlement of any such claim, (2) require the indemnified Person to implement a non-infringing substitute provided by the Company or its Subsidiaries for any Company Product that is the subject of any such claim and (3) terminate the indemnified Person’s right to use any Company Product that is the subject of any such claim if the Company or its Subsidiaries is unable to provide a non-infringing substitute or otherwise ▇▇▇▇▇ the infringement or alleged infringement; (xxi) each Contract containing (A) any provisions having the effect of providing that the Offer or the consummation of the Merger or the other transactions contemplated by this Agreement or compliance by the Company with the provisions of this Agreement will conflict with, result in any violation or breach of, or constitute a default (with or without notice or lapse of time or both) under, such Contract (if such Contract is material to the Company and its Subsidiaries, taken as a whole), or give rise under such Contract to any right of, or result in, a termination, right of first refusal, amendment, revocation, cancellation or acceleration, or a loss of a benefit or the creation of any Lien upon any of the properties or assets of the Company’s Knowledge, as Parent or any of the date hereoftheir respective Affiliates, no other party or to any Material Contract is in breach of increased, guaranteed, accelerated or default under the terms additional rights or entitlements of any Material Contract where Person, except to the extent that such breach termination, amendment, conflict, violation, breach, default, revocation, cancellation, acceleration, loss of benefit, creation of lien, any increased, guaranteed, accelerated or default has had additional rights or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except entitlement as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, provided that in determining whether a Company Material Adverse Effect would result, any adverse effect otherwise excluded by clause (A) of the definition of Company Material Adverse Effect shall be taken into account, or (B) any standstill or similar provision purporting to limit the authority of any party to such agreement to acquire any Equity Interest in the Company or any other Person; (xxii) each Contract or plan, including any stock option or equity plan, that may or will increase, or accelerate the vesting of, the benefits to any Person by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits which will be calculated on the basis of any of the transactions contemplated by this Agreement; or (xxiii) except for the Contracts disclosed above, each Contract required to be filed by the Company pursuant to Item 601 of Regulation S-K under the Securities Act, or that is otherwise material to the Company and its Subsidiaries, taken as whole; or (b) Each Contract disclosed (or required to be disclosed) in Section 5.14(a) of the Company Disclosure Schedule, required to be delivered or made available pursuant to Section 5.14(c) or which would have been required to be so disclosed if it had existed on the date of this Agreement (each, a “Material Contract Contract”) (unless it has terminated or expired (in each case according to its terms)) is in full force and effect and is a validlegal, valid and binding and enforceable obligation agreement of the Company or its Subsidiary, as the Company Subsidiary which is party thereto case may be, and, to the Knowledge of the Company’s Knowledge, of each other party thereto, and is in full force and effectenforceable against the Company or such Subsidiary, subject as the case may be, and, to the Enforceability Limitations and any expiration thereof Knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms existing except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. Neither the Company nor any of its Subsidiaries has received any written notice to terminate, in whole or part, materially amend or not renew any executory obligation of a counterparty to a Material Contract that has not terminated or expired (in each case according to its terms) prior to the date of this Agreement (nor, to the Knowledge of the Company, has there been any occurrence that a reasonable person would consider an indication that any such notice of termination will be served on or after the date hereof and without of this Agreement on the Company or any Subsidiary of the Company by any counterparty to a Material Contract). None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in default or breach in any material breachrespect under the terms of any Material Contract, and, to the Knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. (c) Complete, correct and unredacted copies of each Material Contract, as amended and supplemented, have been delivered by the Company to Parent, or otherwise made available as an exhibit to the Company SEC Documents, by the Company to Parent.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement, Section 4.17(aAgreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) of the for Company Disclosure Letter contains a complete and correct listEmployee Plans, as of the date hereof, of each Contract described in this Section 4.17(a) under which neither the Company or nor any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which of the Company or any Company Subsidiary is a party to or to which is bound by any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):Contract: (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) 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 SECExchange Act); (ii) that is with the 25 largest customers of the Company and its Subsidiaries by revenue during the 9 months ended September 30, 2024 (as defined in the Company’s Press Release issued November 4, 2024 which is filed with the Company SEC Documents) (excluding any nondisclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the 10 largest vendors of the Company and its Subsidiaries during the 12 months ended September 30, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) relating to the disposition or acquisition of any business, equity, real property or all or substantially all of the assets of any Person for aggregate consideration in excess of by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (v) containing (A) a covenant or other provision limiting the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area (other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business), (B) “most favored nation” or “exclusivity” provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that would be material to the Company and its Subsidiaries, taken as a whole; (vi) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company (including any hedging, swap, derivative or other similar Contract), or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (vii) that is a license (or a sublicense, covenant, consent or other right in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to any Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary of the Company received licensing revenues for the 12 months ended December 31, 2023 or the 2024 calendar year in excess of $550,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries, taken as a whole; (viii) that is a license (or a sublicense, covenant, consent or other right in or to use Intellectual Property) of Intellectual Property granted to the Company or any Subsidiary of the Company by any third Person (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary of the Company made payments during the 12 months ended December 31, 2023 or the 2024 calendar year in excess of $550,000, and/or (C) that is otherwise material to the Company and its Subsidiaries, taken as a whole (each such Contract that is scheduled or required to be scheduled against (A) – (C) above, an “Inbound IP License”); (ix) that (A) provides for any invention, creation, conception or other development of any material Intellectual Property (1) by the Company or any of its Subsidiaries for any other Person, (2) by the Company or any of its Subsidiaries jointly with any other Person or (3) for the Company or any of its Subsidiaries by any other Person (excluding any Invention Assignment Agreements) or (B) provides for the assignment or other transfer of any ownership interest in any material Intellectual Property (1) to the Company or any of its Subsidiaries by any other Person (excluding any Invention Assignment Agreements) or (2) by the Company or any of its Subsidiaries to any other Person; (x) that is a collective bargaining agreement or other similar Contract with any labor union, labor organization, works council or other similar employee representative (“Labor Agreement”); (xi) that is a settlement, conciliation or similar agreement with any Governmental Authority pursuant to which the Company will have a material outstanding obligation following the execution of this Agreement; (xii) any stockholders’ agreement, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any if its Subsidiaries or relating to the disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xiii) is with an affiliate or other than those agreements and arrangements described in Person that would be required to be disclosed under Item 601(b)(10)(iii) 404 of Regulation S-K of promulgated under the SEC)Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) True and complete copies Each Contract of each the type described above in Section 4.14(a) is referred to herein as a “Material Contract in effect Contract.” Except for Material Contracts that have expired or terminated by their terms, as of the date hereof have been made available to Parent hereof, all of the Material Contracts are (A) valid and binding on the Company or publicly filed with the SEC prior applicable Subsidiary of the Company, as the case may be, and, to the date hereof. Neither Knowledge of the Company nor any Company Subsidiary is Company, each other party thereto, and (B) in breach of or default under the terms of any Material Contractfull force and effect, except (i) as has not had may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company’s Knowledge, as none of the date hereofother parties thereto have, (x) violated any provision of, or committed or failed to perform any act under, and no other party to any Material Contract is in event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under under, the terms provisions of any Material Contract where such breach Contract, except in each case for those violations, acts (or default has had or would reasonably be expected failures to haveact) and defaults which, 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, have a Company Material Adverse EffectEffect or (y) the intention to renegotiate, each terminate or claim a material breach under any Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breachContract.

Material Contracts. (a) Except for this Agreement, Section 4.17(a) of the Company Disclosure Letter contains a complete and correct listas disclosed in Schedule 3.11, as of the date hereof, neither ASFC nor any of each Contract described 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 its Subsidiaries is a party to or to which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):bound by: (i) each Contract any lease of real property where any of ASFC or its Subsidiaries are tenants (other than Company LeasesA) that limits in any material respect the freedom providing for annual base rentals of the Company$1,000,000 or more, any Company Subsidiary (B) expiring after December 31, 2002 or (C) where ASFC or any of their respective affiliates (including Parent and its affiliates after the Effective Time) to compete or engage Affiliates holds an equity interest 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areasuch real property; (ii) any material partnershipagreement for the purchase of materials, strategic alliancesupplies, joint venturegoods, collaboration services, equipment or limited liability company agreement other assets, including any license for Software, that provides for either (other than A) annual payments by ASFC or any such agreement solely between Subsidiary of ASFC of $1,000,000 or among the Company and its wholly owned Subsidiariesmore or (B) aggregate required payments by ASFC or similar Contractany Subsidiary of ASFC of $5,000,000 or more; (iii) each acquisition or divestiture Contract that contains representationsany limited partnership, covenants, indemnities joint venture or other obligations (including “earnout” unincorporated business organization or other contingent payment obligations) that would reasonably be expected to result similar arrangement or agreement in the receipt or making by the Company which ASFC or any Company Subsidiary of future payments in excess of $1,000,000ASFC serves as a general partner or otherwise has unlimited liability; (iv) each Contract that provides for any agreement relating to the Company acquisition or disposition of any Company Subsidiary to obtain a servicebusiness (whether by merger, licensesale of stock, product, product line, operations sale of assets or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annuallyotherwise); (v) each Contract that gives any Person agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the right to acquire any assets ordinary course of the Company surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or any Company Subsidiary (excluding ordinary course commitments to purchase goods relating to, an aggregate outstanding principal amount or products) after the date hereof with consideration of more than guaranteed obligation not exceeding $1,000,00010,000,000; (vi) any settlement license, franchise or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) except as has not been, and would not reasonably be expected to be, individually or in the aggregate, agreement material to the Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent ASFC and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiiivii) each Contract evidencing any agency, dealer, sales representative, marketing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is agreement material to the businesses of the Company ASFC and the Company its Subsidiaries, taken as a whole, ; (viii) any agreement that restricts or agrees to limit its use prohibits ASFC or exploitation any Subsidiary of ASFC from competing with any material Company IP Person in any material respectline of business or from competing in, including pursuant engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to any settlement agreement, coexistence agreement or similar arrangementinsurance in force), other than (A) non-exclusive licenses granted to any such treaty or contract entered into in the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 ordinary course of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunderbusiness consistent with past practice; (xvx) each Contract between the Company any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any Company Subsidiaryof its Subsidiaries; (xi) any "stop loss" agreements, on other than those entered into in the one hand, and ordinary course of business consistent with past practice; (xii) any officer, director or affiliate agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a wholly owned Company Subsidiary) of the Company whole pursuant to which ASFC or any Company Subsidiary, Subsidiary of ASFC is obligated to indemnify any beneficial owner, directly or indirectly, of more than five percent other Person; or (5%xiii) of the shares of Company Common Stock any agreement with ASFC 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)its Affiliates. (b) True and complete copies of each Material Contract in effect as of the date hereof have been ASFC has heretofore furnished or made available to Parent Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or publicly filed with the SEC prior modified to the date hereof. Neither , including any waivers with respect thereto (the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect"Significant Agreements"). Except as has specifically disclosed on Schedule 3.11, and except to the extent not had material to ASFC and would not reasonably be expected to have, individually or in the aggregate, its Subsidiaries taken as a Company Material Adverse Effect, whole: (i) each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and Significant Agreements is in full force and effect, subject to the Enforceability Limitations effect and any expiration thereof enforceable in accordance with its terms existing as terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the date hereof Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and without (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breachbreach of or material default under any of the Significant Agreements.

Material Contracts. (a) Except for this Agreementcontracts (including all amendments and modifications thereto) filed as exhibits to the Company SEC Documents, Section 4.17(aSchedule 3.18(a) of the Company Disclosure Letter contains Schedules, sets forth a complete and correct list, accurate list as of the date hereof, of each Contract described in this Section 4.17(aAgreement of: (i) any contract that is required to be filed as an exhibit to a report or filing under which the Securities Act or the Exchange Act; (ii) any contract that involves annual payments or consideration from the Company or any of its subsidiaries of more than $1,000,000 during any twelve (12) month period and is not terminable by the Company Subsidiary has or its subsidiary on 90 (or fewer) days’ notice without penalty; (iii) any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which contract that contains any covenant restricting the ability of the Company or any Company Subsidiary is a party or to which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries subsidiaries or affiliates (including Parent and its affiliates after the Effective TimeMerger Closing) from the developmentto: (x) conduct or compete in any material line of business, marketing (y) compete with any person or distribution of products and services, in each case, (z) operate in any geographic area; (iiiv) any material contract granting to any person (other than the Company or any of its subsidiaries) “most favored nation” pricing provisions; (v) any contract that provides for “exclusivity,” rights of first refusal, rights of first negotiation or any similar requirement in favor of any person (other than the Company or any of its subsidiaries); (vi) any contract relating to any joint venture, partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among similar agreements to which the Company and or any of its wholly owned Subsidiaries) or similar Contractsubsidiaries is a party; (iiivii) each acquisition or divestiture Contract that contains representationsany loan agreement, covenantscredit agreement, indemnities note, debenture, bond, mortgage, guarantee, indenture or other obligations contract (including collectively, “earnout” debt obligations”) pursuant to which any indebtedness of the Company or other contingent payment obligations) that would reasonably any of its subsidiaries in excess of $1,000,000 is outstanding or may be expected to result in the receipt incurred and all guarantees of or making by the Company or any of its subsidiaries of debt obligations of any other person, including the respective aggregate principal amounts outstanding as of the date of this Agreement; (viii) any contract with or with respect to a labor union, guild or other employee representative (including any collective bargaining agreement or works council agreement); (ix) any contract that requires a consent to or otherwise contains a provision relating to a change of control, or that would or could reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated herein, including the Merger; (x) any contract requiring or otherwise relating to any future capital expenditures by the Company Subsidiary or any of future its subsidiaries in excess of $1,000,000 in the aggregate; (xi) any contract providing for indemnification by the Company or any its subsidiaries of any officer, director or employee of the Company or any of its subsidiaries; and (xii) any contract relating to any acquisition (by merger, consolidation, acquisition of all or substantially all of the assets or otherwise) from any person or divestiture or disposition by the Company or any of its subsidiaries to any person of material properties, assets, capital stock or other equity interests, in each case, involving payments in excess of $1,000,000; (iv) ; in each Contract that provides case for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) except such contracts 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid of its subsidiaries is a party or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 by which any of its affiliates (including Parent or them is bound. Each such contract described in any of its affiliates after the Effective Timeclauses (i) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); through (xii) of this Section 3.18(a) (and each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to entered into after the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) date of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property this Agreement that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise would have been described in any other subsection of clauses (i) through (xii) of this Section 4.17(a3.18(a) that would constitute if such contract existed on the date of this Agreement) is referred to herein as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)Material Contract”. (b) True Prior to the date of this Agreement, the Company has provided complete and complete accurate copies of each all Company Material Contract Contracts (including all amendments, modifications, supplements, exhibits, schedules, annexes or other documents modifying or supplementing the terms thereof) in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. of this Agreement. (c) Neither the Company nor any subsidiary of the Company Subsidiary is in material breach of or material default under the terms or conditions of any Company Material Contract and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a material default on the part of the Company or any of its subsidiaries or, to the knowledge of the Company, any other party thereto under any such Company Material Contract, except as nor has not had and would not reasonably be expected to havethe Company or any of its subsidiaries received any notice of any such material default, individually event or in the aggregate, a Company Material Adverse Effectcondition. To the Company’s Knowledge, as knowledge of the date hereofCompany, no other party to any Company Material Contract is in material breach of or material default under the terms or conditions of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectContract. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Each Company Material Adverse Effect, each Material Contract is a valid, valid and binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof enforceable in accordance with its terms existing as in all material respects, 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 date hereof and without court before which any material breachproceeding therefor may be brought.

Material Contracts. (a) Except for As of the date of this Agreement, Section 4.17(aSchedule 4.11(a) of the Company Seller’s Disclosure Letter contains a complete and correct list, as Schedules lists each of the date hereof, of each Contract described 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, other than any Company Benefit Plans (all following Contracts of the type described in this Section 4.17(a)Companies and the Transferred Subsidiaries (collectively, whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each Any Contract (other than Company Leases) that limits relating to any Indebtedness for borrowed money in any material respect the freedom excess of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area$7,500,000; (ii) Any written employment, severance, termination, employee-like consulting or retirement Contract for any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement Employee providing for annual compensation in excess of $375,000 (other than any such agreement solely between or among the Company and its wholly owned Subsidiariesexcluding discretionary bonuses) or similar Contractwith respect to the employment of, severance, retention or payment to, any of its directors and executive officers; (iii) each Any Contract entered into within the last three years relating to the acquisition or divestiture disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) contemplating an exchange of value in excess of $3,750,000; (iv) Any Contract that contains representationslimits or purports to limit the manner in which, covenants, indemnities the duration for which or the localities in which its business is or could be conducted or the types of business that it conducts or may conduct other obligations than pursuant to engagement letters entered into in the ordinary course of business; (including v) Any material Contract pursuant to which (1) the Companies or the Transferred Subsidiaries grant a license to Intellectual Property owned by the Companies or their respective Subsidiaries to a third party or (2) the Companies or the Transferred Subsidiaries license Intellectual Property from a third party (other than licenses for commercial “earnoutoff-the-shelf” or “shrink-wrap” software); (vi) Any Contract relating to the settlement of any Action within the past three years with any Governmental Authority (regardless of amount); (vii) Any Contract containing a covenant not to compete; (viii) Any Contract with any Affiliate of Seller (other contingent payment obligationsthan the Companies or the Transferred Subsidiaries) that would reasonably be expected to result in the receipt involving any amount or making by the Company or any Company Subsidiary of future payments obligation in excess of $1,000,000; (ivix) each Any Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any so-called take-or-pay or keepwell agreements) under which (A) any person has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Company or a Transferred Subsidiary or (B) any Company or a Transferred Subsidiary has directly or indirectly guaranteed indebtedness, liabilities or obligations of any person, (in each case other than endorsements for the Material Suppliers) that involves annual payments or consideration purpose of collection in the ordinary course of business), in any such case which, individually, is in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum500,000; (x) except where the exercise Any Contract under which any Company or Transferred Subsidiary has, directly or indirectly, made any advance, loan or extension of credit to any person, in any such right or imposition case which, individually, is in excess of $3,750,000 other than any such limitation has not been, and would not reasonably be expected to be, individually or Contract entered into in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, each Contract that grants any right ordinary course of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assetsbusiness; (xi) each Any Contract that contains providing for indemnification of any exclusivity rights or “most favored nations” provisions, in each case, that are material in any person with respect to the material liabilities relating to any current or former business of any Company or its affiliates (including Parent or its affiliates after the Effective Time)Transferred Subsidiary; (xii) each Any Contract governing for any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole;joint venture; and (xiii) each Any Contract evidencing or relating other than as set forth above to outstanding Indebtedness (or commitments in respect thereof) of the which any Company or any Company Transferred Subsidiary (whether incurred, assumed, guaranteed is a party or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company it or any Company Subsidiary grants of its assets or receives any license, option, waiver, covenant not to assert businesses is bound or similar right with respect to Intellectual Property subject that is material to its business or the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation operation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)its assets. (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach.

Material Contracts. (ai) Except for this Agreement, Section 4.17(aSellers have provided to Buyer true and correct copies of the following agreements (each a “Material Contract”) to which each of the Company Disclosure Letter contains and its Subsidiaries is a complete and correct list, as party: (A) any agreement for the purchase or sale of products or for the date hereof, furnishing or receipt of services (1) which involves more than the sum of $10,000 or (2) in which each Contract described in this Section 4.17(a) under which of the Company or its Subsidiaries has granted “most favored nation” pricing provisions or marketing or distribution rights relating to any Company Subsidiary 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 current agreement concerning the establishment or future rightsoperation of a partnership, responsibilities, obligations joint venture or liabilities limited liability company; (in C) any agreement under which each case, whether contingent or otherwise) or to which 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 assets, tangible or intangible (excluding indebtedness and Encumbrances being paid off, terminated or otherwise satisfied in connection with the Closing); (D) any agreement for the disposition of any significant portion of the assets or business of each of the Company Subsidiary or its Subsidiaries (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (E) any agreement concerning confidentiality or non-solicitation; (F) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement; (G) any agreement involving any current director, manager, officer, shareholder or member of each of the Company or its Subsidiaries; (H) any lease or agreement under which each of the Company or its Subsidiaries is the lessee of, or holds or operates, any personal property owned by any other party, for which the annual rental exceeds $15,000; (I) any agreement that prohibits each of the Company or its Subsidiaries from freely engaging in business anywhere in the world; (J) any distributor, sales representative, franchise or similar agreement to which each of the Company or its Subsidiaries is a party or to by which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 each of the Company Disclosure Letter, being referred to herein as “Material Contracts”):or its Subsidiaries is bound; and (iK) each Contract any other agreement (other or group of related agreements) either (A) involving more than Company Leases$50,000 or (B) that limits not entered into in any material respect the freedom Ordinary Course of the Company, any Company Subsidiary or any of their respective affiliates (including Parent Business and its affiliates after the Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area;involving more than $10,000. (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (v) each Contract that gives any Person the right to acquire any assets Each of the Company or any Company Subsidiary (excluding ordinary course commitments its Subsidiaries has made available to purchase goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with Buyer a Governmental Entity, other than those relating to Taxes; (vii) except as has not been, complete 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies accurate copy of each Material Contract in effect (as of the date hereof have been made available amended to Parent or publicly filed with the SEC prior date). With respect to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any each Material Contract, except as has not had and would not reasonably be expected subject to haveapplicable bankruptcy, individually insolvency, reorganization, moratorium or in other laws affecting generally the aggregate, a Company Material Adverse Effect. To enforcement of creditors’ rights and subject to general principles of equity: (i) the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to havelegal, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation and in full force and effect against each of the Company or the Company Subsidiary which is party thereto andits Subsidiaries, to the Company’s KnowledgeKnowledge of any Seller or each of the Company or its Subsidiaries, of against each other party theretothereto; and (ii) the Material Contract will continue to be legal, valid, binding and is enforceable and in full force and effect, subject to effect against each of the Enforceability Limitations Company or its Subsidiaries and any expiration thereof against each other party thereto immediately following the Closing in accordance with its the terms existing thereof as in effect immediately prior to the Closing. Neither each of the date hereof Company or its Subsidiaries nor, to the Knowledge of any Seller or each of the Company or its Subsidiaries, any other party, is in breach or violation of, or default under, any such Material Contract, and without no event has occurred, is pending or, to the Knowledge of any material breachSeller 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 under 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) Except for this Agreement, Section 4.17(a3.16(a) of the Company Seller Disclosure Letter contains a complete and correct list, lists each Contract in the following categories that is in force as of the date hereof, of each hereof and which either constitutes a Transferred Contract described in this Section 4.17(a) under or is a Contract to which the Company Seller or any Company Subsidiary has of its Affiliates (including any current Acquired Company) is a party or future rightsby which any of their assets are bound and, responsibilitiesin the case of Seller and any of its Affiliates other than the Acquired Companies, obligations or liabilities that relates to the FSS Business (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, other than any Company Benefit Plans Covered Insurance Policies) (all such Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each any Contract involving aggregate payments by Seller or its Affiliates with respect to the FSS Business to any Person (other than Company Leasesan Insurance Producer) that limits in any material excess of $[Redacted] during the consecutive twelve (12)-month period ended December 31, 2020, or the delivery by Seller or its Affiliates with respect to the freedom FSS Business of goods or services with a fair market value in excess of $[Redacted] during the Companyconsecutive twelve (12)-month period ended December 31, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area2020; (ii) any material Intercompany Agreement involving aggregate payments by Seller or its Affiliates (other than any Acquired Company) on the one hand, or any Acquired Company, on the other hand, in excess of $[Redacted] during the consecutive twelve (12)-month period ended December 31, 2020; (iii) any Contract that is a mortgage, indenture, loan or credit agreement, security agreement or other agreement or instrument relating to the borrowing of money or extension of credit or the direct or indirect guarantee of any obligation for borrowed money of any Person or any other Liability in respect of indebtedness for borrowed money of any Person, in each case, involving Liabilities with respect to any Acquired Company or the FSS Business in excess of $[Redacted]; (iv) any Contract concerning the establishment or operation of a partnership, strategic alliance, joint venture, collaboration or limited liability company or other similar agreement (other than or arrangement in respect of the business of any such agreement solely between Acquired Company or among the Company and its wholly owned Subsidiaries) or similar ContractFSS Business; (iiiv) each acquisition or divestiture any Contract that contains representationslimits, covenantsor purports to limit, indemnities the ability of Seller or other obligations its applicable Affiliates (including “earnout” or, after consummation of the transactions contemplated hereby, Buyer or other contingent payment obligationsany of its 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 result in the receipt or making by the be material to any Acquired Company or the FSS Business or to manufacture, market, sell or administer any Company Subsidiary of future payments in excess of $1,000,000; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product linein each case, operations or line except for Contracts that limit the ability of business from any Person (including any of an Acquired Company to solicit the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000employment of, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000hire individuals employed by, other Persons; (vi) any settlement Contract that obligates Seller or similar Contract with its Affiliates to purchase or otherwise obtain any product or service exclusively from a Governmental Entity, other than those relating single party or sell any product or service exclusively to Taxesa single party; (vii) except as has not beenany Contract creating or granting any Encumbrance (other than Permitted Encumbrances) on any assets, and would not reasonably be expected to be, individually properties or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct rights of the an Acquired Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time)on a Purchased Asset; (viii) each 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 Company Leases“shrink wrap” or “click through” licenses or licenses of generally-available “off the shelf” computer software or databases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to under which the Company Seller or any Company Subsidiary has paid or received of its Affiliates made payments with respect to the FSS Business in an amount in excess of $2,000,000 in [Redacted] during the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the consecutive twelve (12) month 12)-month period following the date hereofended December 31, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries2020; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to under which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company any Person has directly or Company Subsidiaries for generally available Software indirectly guaranteed any Liabilities or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 obligations of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach.Acquired Companies or

Material Contracts. (a) Except for this Agreement, Section 4.17(a) Schedule 4.11 lists all of the following Contracts to which the Company Disclosure Letter contains is a complete and correct list, party as of the date hereof, of each Contract described 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, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):: (i) each any Contract related to Indebtedness; (ii) any joint venture, partnership or other than Company Leases) that limits in any material respect the freedom arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time) to compete with any Person or engage in any line of business or geographic region area or with during any Person period of time or sell, supply or distribute (B) restricting any product or service or that otherwise has the effect right of restricting in any material respect the Company, the Company Subsidiaries to sell to or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business purchase from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000Person, or that contains any minimum purchase commitments in excess of $2,000,000 annuallygrants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) each any Contract that gives or group of related Contracts for capital expenditures in excess of $1 million for any Person the right to acquire any assets single project or related series of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase goods or products) after the date hereof with consideration of more than $1,000,000projects; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxesany customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to any services Contract involving payments by the Company and in excess of $1 million during the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time)last year; (viii) each any Contract (other than Company Leases) not otherwise described which evidences a “trade” or “barter” transaction in any other subsection of this Section 4.17(a) pursuant to which the Company would receive goods or any Company Subsidiary has paid services from the customer or received payments vendor in excess of $2,000,000 in the fiscal year ended February 1, 2025, exchange for furnishing goods or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following services after the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiariesof this Agreement; (ix) any Contract that obligates providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the Company purchase, sale or any Company Subsidiary to make any capital investment license of products or capital expenditure outside services entered into in the ordinary course Ordinary Course of business and in excess of $1,000,000 per annumBusiness), other than the LLC Agreement; (x) except where other than the exercise Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any such right Seller or imposition of such limitation has not been, and would not reasonably be expected to be, individually any director or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, each Contract that grants any right of first refusal or right of first offer or that limits the ability officer of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its affiliates (including Parent Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or its affiliates after the Effective Time)any Seller; (xii) each any Contract governing with any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a wholeGovernmental Entity; (xiii) each any Contract evidencing with employees of or relating consultants to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount that involves a commitment for annual consideration with a value in excess of $1,000,000 other than Contracts solely between 250,000 that cannot be terminated by the Company and a wholly owned Company Subsidiary without liability upon prior notice of 30 days or between wholly owned Company Subsidiariesless; (xiv) each any other Contract pursuant to which that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)less. (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as As of the date hereof, no other party each of the Leases and Contracts listed or required to any be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, Contracts”) constitutes a Company Material Adverse Effect. Except as has not had valid and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, similar Laws affecting creditors’ rights generally and by general principles of each other party theretoequity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, subject except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Enforceability Limitations and any expiration thereof in accordance with its terms existing Business or the Company. To the Knowledge of the Company, as of the date hereof hereof, no event has occurred and without no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material breachto the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Except for this Agreement, Section 4.17(a3.15(a) of the Company Disclosure Letter contains a complete and correct list, as Schedule lists each of the date hereof, of each Contract described 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, other than any Company Benefit Plans (all Contracts following contracts and agreements of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, Pershing Companies (such contracts and agreements being referred to herein as “"Material Contracts”"): (i) each Contract (other than Company Leases) that limits in any material respect the freedom all contracts and agreements relating to Indebtedness of the Company, Pershing Companies to a third party that individually are in excess of $2,000,000; (ii) all contracts and agreements with any Company Subsidiary or Governmental Authority to which any of their respective affiliates the Pershing Companies is a party; (including Parent iii) all contracts and its affiliates after agreements that limit or purport to limit the Effective Time) ability of any of the Pershing Companies 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) area or during any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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 period of future payments in excess of $1,000,000time; (iv) each Contract that provides for the Company all contracts and agreements between or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including among any of the Material Suppliers) that involves annual payments Pershing Companies and the Seller or consideration in excess any Affiliate of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annuallythe Seller; (v) each Contract that gives all contracts and agreements, other than option and margin agreements entered into in the ordinary course of business, to which any Person the right to acquire any assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase goods or products) after Pershing Companies is a party requiring the payment of money in excess of $1,000,000 during the 12 month period ending on the date hereof or that would, on an annualized basis, have required such payment during such period; provided, however, that with consideration respect to those contracts and agreements the terms of more than $1,000,000which prohibit the Seller from disclosing their contents, the Seller shall only provide the Purchaser with a list of such contracts and agreements; (vi) any settlement or similar Contract with a Governmental Entityall Company IP Licenses, other than those relating to Taxesshrink-wrap or click-through licenses of computer software, contemplating an exchange of value in excess of $1,000,000 during the 12 month period ending on the date hereof; (vii) except as has not beenall contracts and agreements granting an Encumbrance, and would not reasonably be expected to beother than Permitted Encumbrances, individually upon any property or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, asset of any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time)Pershing Company; (viii) each Contract (other than all contracts and agreements obligating any Pershing Company Leases) not otherwise described in to pay to any other subsection Person any money as a result of the execution and delivery of this Section 4.17(a) pursuant to which Agreement or the Company or any Company Subsidiary has paid or received payments in excess consummation of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiariestransactions contemplated herein; (ix) all contracts and agreements providing for the acquisition or disposition after the date of this Agreement of any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course Assets contemplating an exchange of business and value in excess of $1,000,000 per annum500,000; (x) except where the exercise all contracts and agreements providing for a power of attorney on behalf of any such right or imposition Pershing Company other than qualified service representative agreements, stock powers of such limitation has not been, attorney 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets;similar agreements; and (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company all leases and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments subleases in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)Leased Real Property. (b) True Each Material Contract: (i) is valid and complete copies of binding on each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract Pershing Companies which is a validparty thereto, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledgeknowledge of the Seller, of each other party the counterparties thereto, and is in full force and effecteffect and (ii) upon consummation of the transactions contemplated by this Agreement, subject except to the Enforceability Limitations and extent that any expiration thereof consents set forth in accordance with its terms existing as Section 3.08 of the date hereof Disclosure Schedule are not obtained, shall continue in full force and effect without penalty or other adverse consequence. None of the Pershing Companies is in breach of, or default under, any Material Contract, except where such breach or default would not, individually or in the aggregate, have a Material Adverse Effect, and to the knowledge of Seller, none of the other parties thereto is in material default or material breach.

Material Contracts. (a) Except for this Agreement, Section 4.17(a) 5.14 of the Company Disclosure Letter contains a complete and correct list, as Schedule lists each of the date hereoffollowing Contracts, of each Contract described in this Section 4.17(a) under whether written or oral, to which the Company or any of its Subsidiaries is a party or by which it is bound as of the date of this Agreement (each such Contract listed or required to be so listed, a “Company Subsidiary has Material Contract”): (i) any current Contract or series of related Contracts for the purchase, receipt, lease or use of materials, supplies, goods, services, equipment or other assets involving future rightspayments by or to the Company or any of its Subsidiaries of more than $200,000 in the aggregate (other than Contracts involving payments to the Company entered into in the ordinary course of business, responsibilitiesincluding investment banking contracts); (ii) any material sales agency, obligations sales representation, distributorship or liabilities franchise agreement; (iii) any Contract or series of related Contracts involving payments by or to the Company or any of its Subsidiaries of more than $50,000 in the aggregate that requires consent of or notice to a third party in the event of or with respect to the Merger in order to avoid a breach or termination of, a loss of benefit under, or triggering a price adjustment, right of renegotiation or other remedy under, any such agreement, in each case that would reasonably be expected to have a Material Adverse Effect on the Company; (iv) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for or relating to the lending of money, whether as borrower, lender or guarantor, in amounts greater than $25,000 in the aggregate; (v) any Contract restricting the payment of dividends or the repurchase of stock or other equity; (vi) any collective bargaining agreements; (vii) any material joint venture, profit sharing, partnership agreements or other similar agreements; (viii) any Contracts or series of related Contracts relating to the acquisition or disposition of a material amount of assets outside the ordinary course of business (in each case, whether contingent by merger, sale of stock, sale of assets or otherwise); (ix) all leases or to which subleases for real or personal property involving annual expense in excess of $1,000 and not cancelable by the Company (without premium or any Company Subsidiary is a party or to which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):penalty) within six months; (ix) each any Contract that (other than Company LeasesA) 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 Effective Time) Subsidiaries to engage or 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 in any material respect area or which would so limit the Companyfreedom of Parent, the Company or any of their respective Affiliates after the Effective Time or (B) contains any material exclusivity, “most favored nation”, rights of first refusal, rights of first negotiation or similar obligations or restrictions that are binding on the Company or any of its Subsidiaries or affiliates (including that would be binding on Parent and or its affiliates Affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (iixi) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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 agreements by the Company or any Company Subsidiary of future payments in excess its Subsidiaries not to acquire assets or securities of $1,000,000; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person third party (including any of the Material Suppliersstandstill agreements) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (v) each Contract that gives any Person the right agreements by a third party not to acquire any assets or securities of the Company or any Company Subsidiary of its Subsidiaries (excluding including standstill agreements), in each case entered into outside the ordinary course commitments to purchase goods or products) after the date hereof with consideration of more than $1,000,000business; (vixii) any settlement material Contract providing for the indemnification by the Company or similar Contract with a Governmental Entityany of its Subsidiaries of any Person or under which the Company or any of its Subsidiaries has guaranteed any liabilities or obligations of any other Person, other than those relating to Taxesin each case entered into outside the ordinary course of business; (viixiii) except as has not been, and would not reasonably be expected to be, individually any material Contracts with any (A) officer or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct director of the Company or any Company Subsidiary of its Subsidiaries (or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or employee who is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, each Contract that grants any right of first refusal or right of first offer or that limits the ability one of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “twenty most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses highly compensated employees of the Company and its Subsidiaries) for the Company Subsidiariestwelve-month periods ended November 30, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, 2009 and 2010; (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 record or beneficial owner of five percent or more of the Company Disclosure Letter and in which the grants voting securities of rights to use Intellectual Property are incidental to performance thereunder; Company; or (xvC) 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 Subsidiaryas such term is defined in Rule 12b-2 promulgated under the ▇▇▇▇ ▇▇▇) or “associates” (or members of the Company or any Company Subsidiary, any beneficial owner, directly or indirectly, of more than five percent (5%) of the shares of Company Common Stock or any of their respective “associates” or “immediate family” members ”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including ▇▇▇▇ ▇▇▇) of any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate, director or beneficial owner or family member; (xvi) each Contract with a Material Supplierowner; and (xviixiv) any other 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 required to be filed by the Company pursuant to Item 601(b)(10601(a)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC The Company has prior to the date hereof. Neither of this Agreement delivered or Made Available to Parent complete and accurate copies of each Company Material Contract listed, or required to be listed, in Section 5.14 of the Company nor any Disclosure Schedule (including all amendments, modifications, extensions and renewals thereto and waivers thereunder). All of the Company Subsidiary is Material Contracts are valid and binding obligations of the Company and its Subsidiaries, and to the Knowledge of the Company are binding obligations of the other parties thereto, and are in breach full force and effect (except those which are cancelled, rescinded or terminated after the date of or default under the terms of any Material Contractthis Agreement in accordance with their terms), except as where the failure to be valid and binding and in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To Effect on the Company’s Knowledge, as and no written notice to terminate and no written notice of the date hereofan intent to terminate, no other party to in whole or part, any Material Contract has been received by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party thereto is in default or breach of or default under the terms of any Company Material Contract where except for such instances of default or breach or default has had or that would not be reasonably be expected likely to have, individually or result in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to Effect on the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach.

Material Contracts. (a) Except for this Agreement, Section 4.17(a4.21(a) of the Company Disclosure Letter contains a complete and correct listsets forth, as of the date hereofof this Agreement, a correct and complete list of each Contract described in this Section 4.17(a) under which of the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or following types of Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):bound: (i) each Contract that (other than Company LeasesA) that limits or restricts 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 Effective Time) to compete or engage Subsidiaries from competing in any line of business or with any Person in any geographic region or with any Person (B) contains exclusivity obligations or sellrestrictions binding on, supply or distribute any product or service or that otherwise has the effect of restricting in any and material respect the Companyto, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the developmentSubsidiaries, marketing or distribution of products and services, in each case, in any geographic areataken as a whole; (ii) any each Contract that is a joint venture or partnership agreement that is material partnershipto the Company and its Subsidiaries, strategic alliancetaken as a whole; (iii) each Contract that is a loan, joint ventureguarantee of indebtedness or credit agreement, collaboration note, bond, mortgage, indenture or limited liability company agreement other binding commitment (other than any such agreement solely letters of credit and those between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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 relating to result indebtedness for borrowed money in the receipt or making by the Company or any Company Subsidiary of future payments an amount in excess of $1,000,000; (iv) each Contract that provides for with respect to an interest, rate, currency or other swap or derivative transaction (other than those between the Company or any Company Subsidiary to obtain and its Subsidiaries) with a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration fair value in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually1,000,000; (v) each Contract that gives is an acquisition agreement or a divestiture agreement pursuant to which (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 $1,000,000 or (B) any other Person has the right to acquire any assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase goods or products) of its Subsidiaries after the date hereof of this Agreement with consideration a fair market value or purchase price of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisionsexcluding, in each case, (x) acquisitions or dispositions of supplies, inventory or products in connection with the conduct of the Company’s and its Subsidiaries’ business or (y) of supplies, inventory, products, equipment, properties or other assets that are material obsolete, worn out, surplus or no longer used or useful in any respect to the conduct of business of the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xivvi) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert of its Subsidiaries has continuing “earn-out” or similar right with respect to Intellectual Property obligations that is material to could result in payments in excess of $1,000,000 in the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunderaggregate; (xvvii) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) 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 under the Securities Act), whether or not filed by the Company with the SEC; (viii) any Contract governing a Related Party Transaction (as defined below); (ix) any registration rights agreements with respect to securities of the Company; (x) any employment or consulting Contract (in each case with respect to which the Company has continuing obligations as of the date hereof) with any current (A) executive officer of the Company, (B) member of the Company Board, or (C) Company Employee providing for an annual base salary in excess of $250,000; and (xi) any other than those agreements Contract or series of related Contracts under which it would reasonably be expected that the Company and arrangements its Subsidiaries would receive annual payments of $7,000,000 or more (each, a “Revenue Contract”) or make annual payments of $5,000,000 or more, in each case, during any twelve (12) month period or the remaining period of such Contract, if shorter. Each Contract of the type described in Item 601(b)(10)(iiiclauses (i) of Regulation S-K of the SEC)through (xi) is referred to herein as a “Company Material Contract”. (b) True and complete copies of each Except for any Company Material Contract that has terminated or expired in effect as of the date hereof have been made available to Parent or publicly filed accordance with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the its terms of any Material Contract, and except as has not had and would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Material Contract is a valid, valid and binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto in full force and effect and, to the Knowledge of the Company’s Knowledge, of each enforceable against the other party thereto, and is or parties thereto in full force and effectaccordance with its terms, subject to the Enforceability Limitations Exceptions. Except for breaches, violations or defaults which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Company Material Contract, is in violation of or in default under any provision of such Company Material Contract. True and complete copies of the Company Material Contracts and any expiration thereof in accordance with its terms existing as of material amendments thereto have been made available to Parent prior to the date hereof and without any material breachof this Agreement.

Material Contracts. (a) Except for this Agreement, All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 4.17(a5.17(a) of the Company Monsoon Disclosure Letter contains sets forth a true and complete and correct list, as of the date hereof, of each Contract described in this Section 4.17(a) under of the following Contracts to which the Company Monsoon 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 Monsoon Subsidiary is a party or to by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is subjectbound (including any amendments, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”supplements and modifications thereto): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Person; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than Company Leasesthe agreements covered by clause (i) that limits in and any Monsoon Benefit Plan); (v) any material respect Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the freedom settlement or other resolution of the Company, any Company material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective affiliates Affiliates (including Parent and its affiliates the Indigo Group Companies after the Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective TimeClosing Date); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside (other than Contracts entered into in the ordinary course of business and consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000 per annum;1,000,000; or (x) except where the exercise of any such right other Contract other than as set forth above to which Monsoon or imposition of such limitation has not been, and would not reasonably be expected to be, individually any Monsoon Subsidiary is a party or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, 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 by which it or any of its affiliates (including Parent assets or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge businesses is bound or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property subject that is material to the businesses of Monsoon Business or the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 shares of Company Common Stock or any operation 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract Contract, and a summary of each oral Monsoon Material Contract, listed in effect as Section 5.17(a) of the date hereof Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or publicly filed with the SEC prior any of its Affiliates that is subject to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contracta confidentiality agreement with a third party) on, except as has not had and would not reasonably be expected either expressly or through a reference to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as affiliates of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company Monsoon or the Company Monsoon Subsidiary which that is party thereto and(or words of similar import), to the Company’s Knowledge, of each Indigo Parent or any Affiliate thereof (other party thereto, and is in full force and effect, subject to the Enforceability Limitations and than Monsoon or any expiration thereof in accordance with its terms existing as of the date hereof and without any material breachMonsoon Subsidiary).

Material Contracts. (a) Except for this Agreement, Section 4.17(a) 3.20 of the Company Disclosure Letter contains a an accurate and complete and correct list, as of the date hereofof this Agreement, of each Contract described below in this Section 4.17(a3.20(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 the Company or any Company Subsidiary is a party or to which any of their respective properties or assets is subject, other than any Company Benefit Plans in each case as of the date of this Agreement (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, 3.20(a) being referred to herein as the “Material Contracts”): (i) each Contract that (other than Company LeasesA) 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 Effective Time) to compete or engage in any line of business business, therapeutic area or geographic region region, or with any Person or sell(B) containing “most favored nation” provisions, supply any exclusive dealing arrangement or distribute any product arrangement that grants any right of first refusal, first offer, first negotiation or service or that otherwise has the effect of restricting in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areasimilar preferential right; (ii) any material partnership, joint venture, strategic alliance, joint venturecollaboration, collaboration co-promotion or limited liability company agreement (other than any such agreement solely between or among research and development project Contract which is material to the Company and its wholly owned the Company Subsidiaries) or similar Contract; (iii) each Contract that (A) (1) involved the expenditure by the Company and/or any Company Subsidiary of more than (x) $500,000 for the one-year period ended March 31, 2015 or (y) $1,000,000 in the aggregate or (2) is reasonably expected to involve future expenditures by the Company and/or any Company Subsidiary of more than (x) $500,000 in the one-year period following the date hereof or (y) $1,000,000 in the aggregate, and (B) cannot be terminated by the Company or such Company Subsidiary on less than sixty (60) days’ notice without material payment or penalty; (iv) each acquisition or divestiture Contract or material licensing agreement that contains representations, covenants, indemnities or other obligations (including “earnoutearn-out” or other contingent payment obligations) that (A) involved the receipt or making of payments of more than (1) $500,000 for the one-year period ended March 31, 2015 or (2) $1,000,000 in the aggregate or (B) would reasonably be expected to result in the receipt or making of future payments by the Company or and/or any Company Subsidiary of future payments in excess of (1) $1,000,000; 500,000 in the one-year period following the date hereof or (iv2) each Contract that provides for $1,000,000 in the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annuallyaggregate; (v) each Contract that gives any Person the right relating to acquire any assets outstanding Indebtedness of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company Subsidiaries for borrowed money or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 500,000 other than (A) Contracts solely between among the Company and a any wholly owned Company Subsidiary and (B) financial guarantees entered into in the ordinary course of business consistent with past practice not exceeding $500,000, individually or between wholly owned Company Subsidiariesin the aggregate; (xivvi) each any Contract with a Related Party, except any employment or similar agreements or confidentiality agreements, invention assignment agreements and non-competition agreements in favor of the Company or indemnification agreements with director and officers, Company Benefit Plans or Contracts in connection therewith; (vii) any Contract (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms or licenses contained in service Contracts related to pre-clinical or clinical development of any medicine to the extent the licenses contained therein are incidental to such Contract, immaterial, non-exclusive and granted in the ordinary course of business) to which the Company or any Company Subsidiary is a party or otherwise bound and pursuant to which the Company or any Company Subsidiary grants or receives (A) is granted any license, option, waiver, option or other right or immunity (including a covenant not to assert be sued or similar right to enforce or prosecute any patents) with respect to any Intellectual Property that Right of a third party or (B) 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 Right, and, in the case of both (A) and (B), which Contract is material to the businesses Company and the Company Subsidiaries, taken as a whole; (viii) any stockholders, investors rights, registration rights or similar agreement or arrangement; (ix) any Contract (A) with sole-source or single-source suppliers of material tangible products or services, and which Contract is material to the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in pursuant to which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) each Contract between the Company or any of the Company Subsidiary, on the one handSubsidiaries has agreed to purchase a minimum quantity of goods relating to any product or product candidate or has agreed to purchase goods relating to any product or product candidate exclusively from a certain party, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of which Contract is reasonably expected to involve future expenditures by the Company or any of the Company Subsidiary, any beneficial owner, directly or indirectly, Subsidiaries of more than five percent $500,000 in the one-year period following the date hereof; (5%x) 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 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 the Company or any Company Subsidiary, in each case that cannot be terminated by the Company or such Company Subsidiary without penalty without more than sixty (60) days’ notice without material payment or penalty; (xi) any Contract that relates to indemnify such any swap, forward, futures, or other similar derivative transaction with a notional value in excess of $100,000; (xii) each Contract (A) relating to the employment of, or the performance of services by, any director, officer of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or employee which obligate or may in the future obligate the Company or the Company Subsidiary to make any severance, termination or similar payment to any current or former employee, or pursuant to which the Company or the Company Subsidiary may be obligated to make any bonus or similar payment to any current or former employee or director upon the consummation of the Transactions or (B) that provides for indemnification of any current or former officer, directordirector or employee; (xiii) any Contract involving the settlement of any claim, affiliateaction or proceeding or threatened claim, beneficial owner action or family memberproceeding (or series of related, claims actions or proceedings) (A) which (x) since January 1, 2014, will involve payments after the date hereof, or involved payments, in excess of $500,000 or (y) will impose monitoring or reporting obligations to any other Person outside the ordinary course of business or material restrictions on the Company or any Company Subsidiary or (B) with respect to which material conditions precedent to the settlement have not been satisfied; (xiv) each material lease, sublease and other agreement under which the Company or any of the Company Subsidiaries uses or occupies or has the right to use or occupy any the Company Leased Real Property; (xv) any Contract relating to any loan or other extension of credit made by the Company or any of the Company Subsidiaries; (xvi) each any Contract with a Material Supplierany Governmental Entity; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a3.20(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)Company. (b) True The Company has provided to Parent prior to the date of this Agreement, an accurate and complete copies copy of each Material Contract as in effect as on the date of this Agreement. Each of the date hereof have been made available to Parent or publicly filed Material Contracts is valid, binding and in full force and effect and is enforceable in accordance with its terms by the SEC prior Company and any Company Subsidiary party thereto, subject to the date hereofBankruptcy and Equity Exception. Neither the Company nor any Company Subsidiary is in breach of or material default under the terms of any Material Contract, except as has not had and nor, to the knowledge of the Company, does any condition exist that, with notice or lapse of time or both, would not reasonably be expected to have, individually constitute a material default thereunder by the Company or in the aggregate, a any of Company Material Adverse EffectSubsidiary party thereto. To the Company’s Knowledge, as knowledge of the date hereofCompany, no other party to any Material Contract is in breach material default thereunder, nor does any condition exist that, with notice or lapse of time or both, would constitute a material default thereunder of such other party. Neither the Company nor any Company Subsidiary has received any notice of termination or cancellation under the terms of any Material Contract where such or received any notice of breach or default has had or would reasonably be expected to havein any material respect under any Material Contract, individually or in the aggregate, a Company Material Adverse Effect. Except as which breach has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breachbeen cured.

Material Contracts. (a) Except for this Agreement, Section 4.17(a4.10(a) of the Company Seller Disclosure Letter contains sets forth a complete true and correct list, as of the date hereofEffective Date, of each Contract described in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities following Business Contracts (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, other than any Company Benefit Plans (all Leases and such Contracts set forth in Sections 4.9(c), 4.9(d), 4.15(a) and 4.16(a) of the type described in this Section 4.17(aSeller Disclosure Letter), whether or not set forth on Section 4.17 copies of the Company Disclosure Letter, being referred which have been made available to herein as “Material Contracts”):Purchaser: (i) each Contract Contracts for the purchase or sale of assets, products or services (other than Company Leases) that limits in any material respect Contracts for the freedom purchase or sale of the Company, any Company Subsidiary or any of their respective affiliates inventory (including Parent and its affiliates after any finished goods, raw materials, components or work-in-progress) or obsolete equipment in the Effective Time) to compete or engage in any line ordinary course of business or geographic region or consistent with any Person or sell, supply or distribute any product or service or that otherwise has the effect of restricting in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and servicespast practice), in each case, in case requiring annual payments by any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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 party thereto in excess of $1,000,000; (ivii) each Contract that provides Contracts for the Company purchase or sale of any Company Subsidiary to obtain a service, license, product, product line, operations business or line of business from that have continuing indemnity or other material obligations of the Business; (iii) Contracts which grant to any Person other than a Purchased Company the exclusive right to market, distribute or resell any Business product, or to exclusively represent a Purchased Company or an Asset Seller with respect to any such product, or act as exclusive agent for a Purchased Company or an Asset Seller in connection with the marketing, distribution or sale of any Business product; (including any iv) Contracts for the lease of the Material Suppliers) that involves Equipment requiring annual payments by a Purchased Company or consideration Asset Seller in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually1,000,000; (v) each Contract that gives Contracts with any Person the right to acquire any assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase goods or products) after the date hereof with consideration of more than $1,000,000Material Relationships; (vi) any settlement or similar Contract with a Governmental Entity, Contracts granting an Encumbrance (other than those relating to Taxesa Permitted Encumbrance) on any Purchased Equity Interest or material Business Asset; (vii) Contracts which limit or purport to limit a Purchased Company or an Asset Seller, or which following the Closing would limit or purport to limit Purchaser or any of its Affiliates, in each case, from engaging in any line of business or competing with any Person or in any geographic area or during any period of time; (viii) Contracts requiring any Purchased Company or any Asset Seller to purchase all or a specified portion of the requirements of the Business, other than Contracts that are immaterial in amount and nature to the Business; (ix) Contracts pursuant to which any Purchased Company has incurred any material indebtedness for borrowed money or issued any guarantee of any Liability of any other Person; (x) consulting or independent contractor Contracts requiring annual payments by a Purchased Company or Asset Seller in excess of $100,000; (xi) sales commission agreements and similar Contracts providing for payments to any Person based on sales, purchases, or profits, other than direct payments for goods, under which a Purchased Company or Asset Seller made payments exceeding $500,000 in the aggregate during the 12-month period ending June 30, 2016; (xii) joint venture, partnership or other Contracts involving a sharing of profits, losses, costs or Liabilities of the Business with any other Person; (xiii) Contracts for capital expenditures, other than (A) capital expenditures reflected in the capital expenditures budget of the Business previously made available to Purchaser or (B) which involves or is reasonably likely to involve aggregate expenditures of not more than $2,000,000; and (xiv) Contracts with any director, officer or employee (in each case, other than (A) employment agreements covered in Section 4.10(a)(x), (B) payments of compensation for employment to employees in the ordinary course of business and (C) participation in Employee Benefit Plans by employees). (b) Each Contract set forth in, or required to be set forth in, or if entered into prior to the Effective Date, would be required to be set forth in, Section 4.10(a) of the Seller Disclosure Letter (each, a “Material Contract”) is a legal, valid and binding obligation of a Purchased Company or an Asset Seller and, to the Knowledge of Parent, each other party thereto, enforceable in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. No Purchased Company or Asset Seller is in breach or default of, or has received any written notice of any breach, default or event that, with notice or lapse of time, or both, would constitute a default by a Purchased Company or Asset Seller under any Material Contract, except as has not been, and would not reasonably be expected to beexpected, individually or in the aggregate, to result in a material to Liability of the Company Purchased Companies and the Company SubsidiariesAsset Sellers, taken as a whole, any settlement or similar Contract restricting in any respect otherwise materially interfere with the operations or conduct of the Company Business, taken as a whole, in substantially the manner currently conducted. To the Knowledge of Parent, no other party to a Material Contract is in breach or any Company Subsidiary or any default of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1such Material Contract, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of for any such right breaches or imposition of such limitation has not been, and defaults that would not reasonably be expected to beexpected, individually or in the aggregate, to result in a material Liability owed to the Company Purchased Companies and the Company Subsidiaries, taken as a whole, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company SubsidiariesAsset Sellers, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to otherwise materially interfere with the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 conduct of the Company Disclosure Letter and Business, taken as a whole, in which substantially the grants of rights to use Intellectual Property are incidental to performance thereunder;manner currently conducted. (xvc) 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 SubsidiarySection 4.10(c) of the Company or any Company SubsidiarySeller Disclosure Letter sets forth a true and correct list, any beneficial owner, directly or indirectlyas of the Effective Date, of more than five percent (5%each Shared Contract that is material to the Business in any respect. Each Shared Contract set forth in, or required to be set forth in, or if entered into prior to the Effective Date, would be required to be set forth in, Section 4.10(c) 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)Seller Disclosure Letter is, 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregateBusiness, a Company Material Adverse Effect. To the Company’s Knowledgelegal, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had valid and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the a Purchased Company or the Company Subsidiary which is party thereto an Asset Seller and, to the Company’s KnowledgeKnowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof enforceable in accordance with its terms existing as terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of the date hereof creditors’ rights generally and without any material breachto general equitable principles.

Material Contracts. (a) Except for this AgreementSchedule 3.14 sets forth a true, Section 4.17(a) correct and complete list of the Company Disclosure Letter contains a complete and correct listall existing or pending contracts, as of the date hereofcommitments, of each Contract described in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rightslicenses, responsibilitiesagreements, obligations or liabilities (in each casearrangements, whether contingent oral or otherwise) written, formal or informal, to which the Company any Borrower Party or any Company Subsidiary of its Subsidiaries is a party (or intend to become a party) or to which any of their respective its assets or properties is bound (or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”may become bound): (i) each Contract (other than Company Leases) that limits in under which any material respect the freedom of the Company, any Company Subsidiary Borrower Party or any of their respective affiliates its Subsidiaries is indemnified for or against any liability in excess of $250,000 or under which any Borrower Party or any of its Subsidiaries is or could be obligated to indemnify any Person in excess of $100,000; (ii) under which any Borrower 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 Borrower 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 Borrower 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 Borrower 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 Borrower Party or any of its Subsidiaries has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness (including Parent and its affiliates after Capital Lease Obligations); (viii) concerning any confidentiality obligations entered into outside of the Effective Time) to compete ordinary course of business or engage any covenants or agreements restricting it from carrying on any business or from competing 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areaPerson; (iiix) with officers, directors, employees, consultants or independent contractors of any material partnership, strategic alliance, joint venture, collaboration Borrower Party or limited liability company agreement (other than any such agreement solely between or among the Company and of its wholly owned Subsidiaries) or similar Contract; (iiix) each acquisition resulting in the creation or divestiture Contract that contains representations, covenants, indemnities or other obligations incurrence of any Lien (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 $1,000,000precautionary lease filings); (ivxi) each Contract that provides for the Company involving any Affiliates of any Borrower Party or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annuallyits Subsidiaries; (vxii) each Contract that gives under which the consequences of a default or termination could have a Material Adverse Effect on any Person the right to acquire any assets of the Company Borrower Party or any Company Subsidiary (excluding ordinary course commitments to purchase goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entityits Subsidiaries, other than those relating to Taxes; (vii) except as has not been, and would not reasonably be expected to be, whether individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, ; (xiii) under which any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary Borrower Party or any of their respective affiliates its Subsidiaries will (including Parent and its affiliates after the Effective Time); A) receive aggregate payments from customers, (viiiB) each Contract make aggregate payments to vendors or other suppliers or (other than Company LeasesC) not otherwise described in make or receive aggregate payments to or from any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments Persons, in each case in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries500,000 per annum; (ixxiv) any Contract that obligates collective bargaining agreement entered into by, or binding upon, the Company Borrower or any Company Subsidiary to make any capital investment or capital expenditure outside of its Affiliates; and (xv) not entered into in the ordinary course of business and described in excess response to any of $1,000,000 per annum;the foregoing clauses. All of the types of contracts, commitments, licenses, agreements, obligations or arrangements described in clauses (i) through (xv) above, together with the real property leases and other interests described in Section 3.25, whether entered into prior to, on or after the Effective Date, are collectively referred to herein as the “Material Contracts.” At the request of the Lender, the Borrower shall deliver to the Lender a true, correct and complete copy of each of the written Material Contracts, and a written summary of each of the oral Material Contracts, including all amendments, supplements or other modifications thereto. (xb) except where Each Material Contract existing as of the exercise date hereof is (i) a legal, valid and binding obligation of the Borrower Party or any such right or imposition Subsidiary that is a party thereto, enforceable against it in accordance with its terms (assuming the enforceability of such limitation has not beenMaterial Contract against the other parties thereto), and would not reasonably be expected to be, individually or in the aggregate, material (ii) to the Company and the Company Subsidiaries, taken as a whole, each Contract that grants any right of first refusal or right of first offer or that limits the ability best knowledge of the CompanyBorrower 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 Subsidiary Borrower Party or any of its affiliates Subsidiaries party thereto) and (including Parent iii) in full force and effect on the date hereof. Any Borrower Party or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officerand, director or affiliate (other than a wholly owned Company Subsidiary) to the best knowledge of the Company or any Company SubsidiaryBorrower Parties, any beneficial owner, directly or indirectly, of more than five percent (5%) of all other parties to 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)existing Material Contracts, on the other hand, including are in substantial compliance with the terms thereof, and no default or event of default by any Contract pursuant to which the Company Borrower Party or any Company Subsidiary has an obligation of its Subsidiaries, as the case may be, or, to indemnify such officerthe best knowledge of the Borrower Parties, director, affiliate, beneficial owner or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)party thereto exists thereunder. (bc) True and complete copies No Borrower Party or any of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary its Subsidiaries is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is contract, commitment, license, agreement, obligation or arrangement that restricts it from carrying on its business or any part thereof, or from competing in breach any line of business or default under the terms of with any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breachPerson.

Material Contracts. (a) Except for this Agreement, Section 4.17(a4.18(a) of the Company Disclosure Letter contains Schedule sets forth a true and complete and correct list, as of the date hereofof this Agreement, of each Contract described 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 following Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or to which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or its Subsidiaries is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries;bound: (ixi) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect or any Contract that is of the type that would be required to the Company (other than those agreements and arrangements described in be disclosed under Item 601(b)(10)(iii404(a) of Regulation S-K promulgated under the Exchange Act; (ii) any Contract that (A) imposes any restriction on the right or ability of the SECCompany, any of its Subsidiaries or any Affiliate of any of them to compete with any other person in any line of business or geographic region (or that following the Effective Time will restrict the ability of Parent or its Affiliates to engage in any line of business or compete in any geographic area) or (B) obligates the Company or its Subsidiaries (or following the Effective Time, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or which contains “most favored nation” rights or similar rights; (iii) any collective bargaining agreement, labor union contract or trade union agreement (each, a “Collective Bargaining Agreement”) or other works council agreement; (iv) any agreement relating to Indebtedness of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $10,000,000; (v) any Contract that provides for the acquisition or disposition of any assets (other than obligations set forth in the capital expenditure budget set forth on Section 6.1(h) of the Company Disclosure Schedule and acquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) and that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) outstanding as of the date of this Agreement that are material to the Company or any of its Subsidiaries; (vi) any joint venture, partnership, limited liability company or strategic alliance agreement or other similar Contract with a third party; (vii) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person; (viii) any Contract (A) granting the Company or one of its Subsidiaries any right to use any material Intellectual Property (other than licenses in respect of commercially available software) or (B) permitting any third person to use, enforce or register any material Intellectual Property, including any material license agreements (other than customary non-exclusive licensing provisions included in customer, supplier, and co-packing agreements), coexistence agreements and covenants not to ▇▇▇; (ix) any Contract that is expected to result in the payment or receipt of more than $30,000,000 by the Company and its Subsidiaries in 2016; (x) any Contract relating to the supply of any item used by the Company or a Subsidiary of the Company that is a sole source of supply of any raw material, component or service that is material to the Company and its Subsidiaries, taken as a whole; and (xi) any Contract with any Top Supplier or Top Customer, other than, in the case of each Top Supplier and each Top Customers identified in Section 4.18(a)(xi)(A) of the Company Disclosure Schedule, Contracts that, in the aggregate, do not represent purchases or sales, respectively, constituting a majority of purchases from such Top Supplier or sales to such Top Customer. All contracts of the types referred to in clauses (i) through (xi) above, are referred to herein as “Company Material Contracts.” The Company has made available to Parent prior to the date of this Agreement a complete and correct copy of each Company Material Contract as in effect on the date of this Agreement. (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Subsidiary of the Company Subsidiary is in breach of or default under the terms of any Company Material Contract and, to the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract, in any material respect. No event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the knowledge of the Company, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default under the terms of any Company Material Contract, in each case except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To Each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company’s Knowledge, as of each other party thereto, and is in full force and effect. There are no disputes pending or, to the knowledge of the date hereofCompany, no threatened with respect to any Company Material Contract, and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Material Contract is in breach of to terminate for default, convenience or default under the terms of otherwise any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except Contract, nor to the knowledge of the Company, is any such party threatening to do so, in each case except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Since January 1, each Material Contract is a valid2016 to the date hereof, binding and enforceable obligation no Top Supplier or Top Customer has canceled, terminated or substantially curtailed its relationship with the Company or any Subsidiary of the Company, given notice to the Company or any Subsidiary of the Company of any intention to cancel, terminate or substantially curtail its relationship with the Company or any Subsidiary which is party thereto andof the Company, or, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as knowledge of the date hereof and without Company, threatened to do any material breachof the foregoing.

Material Contracts. (a) Except for For purposes of this Agreement, Section 4.17(a) of "Material Contract" shall mean the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract described 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 following to which the Company or any Company Subsidiary of its Subsidiaries is a party or to which any of their the respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):are bound: (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) 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 Securities Act), whether or not filed by the Company with the SEC; (ii) any Lease; (iii) any employment or consulting Contract (in each case with respect to which the Company has continuing obligations as of the date hereof) with any current or former (x) executive officer of the Company, (y) member of the Company Board, or (z) Company Employee; (iv) any Contract providing for indemnification or any guaranty by the Company or any Subsidiary thereof, other than (x) any guaranty by the Company or a Subsidiary thereof of any of the obligations of (A) the Company or another wholly-owned Subsidiary thereof or (B) any Subsidiary (other than those a wholly-owned Subsidiary) of the Company that was entered into in the ordinary course of business pursuant to or in connection with a customer Contract, , (y) any Contract providing for any guaranty by a Person other than the Company with respect to a liability or obligation of the Company, or (z) any Contract providing for indemnification of customers or other Persons pursuant to Contracts entered into in the ordinary course of business; (v) any Contract that purports to limit the right of the Company or any of its Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries) (x) to engage in any line of business, or (y) to compete with any Person or operate in any geographical location; (vi) any Contract relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by the Company or any of its Subsidiaries after the date of this Agreement of assets other than consumable inventory (including, without limitation, fibers); (vii) any Contract relating to the repair and maintenance of Company Medical Equipment involving payments by the Company in excess of $50,000 in any year; (viii) any Contract that obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate Parent, the Surviving Corporation or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis with any third party; (ix) any partnership, joint venture or similar Contract that is material to the Company and its Subsidiaries taken as a whole; (x) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, other than accounts receivables and arrangements payables; (xi) any employee collective bargaining agreement or other Contract with any labor union; (xii) any other Contract under which the Company or any of its Subsidiaries is obligated to make payment or incur costs in excess of $50,000 in any year and which is not otherwise described in Item 601(b)(10)(iiiclauses (i)-(xi) above; (xiii) any Contract which is not otherwise described in clauses (i)-(xii) above that is material to the Company and its Subsidiaries, taken as a whole, and listed on Section 4.19(b) of Regulation S-K the Company Disclosure Letter; or (xiv) any Company IP Agreement that is material to the conduct of the SEC)Company's business. (b) True Section 4.19(b) of the Company Disclosure Letter sets forth a true and complete copies of each Material Contract in effect list as of the date hereof have been of all Material Contracts. The Company has made available to Parent or publicly filed with correct and complete copies of all Material Contracts, including any amendments thereto. (i) All the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had Contracts are valid and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of on the Company or the Company Subsidiary which is party thereto andits applicable Subsidiary, to the Company’s Knowledge, of each other party theretoenforceable against it in accordance with its terms, and is in full force and effect, subject (ii) neither the Company nor any of its Subsidiaries nor, to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as Knowledge of the date hereof Company, any third party has materially violated any provision of, or materially failed to perform any obligation required under the provisions of, any Material Contract, and without (iii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any third party is in breach, or has received written notice of any material breach, of any Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.17(a3.16(a) of the Company Disclosure Letter contains Schedule lists each of the following written contracts and agreements to which any ▇▇▇▇▇▇ Entity is a complete and correct list, party in effect as of the date hereof, of each Contract described in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities Agreement (in each case, whether contingent or otherwise) or such contracts and agreements so required to which the Company or any Company Subsidiary is a party or to which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letterbe disclosed, being referred to herein as “Material Contracts”): (i) each Contract any agreement for the purchase of products or for the receipt of services, the performance of which will extend over a period of more than one year and which involved consideration or payments by the ▇▇▇▇▇▇ Entities in excess of $1,000,000 in the aggregate during the year ended December 31, 2008; (ii) any agreement for the furnishing of products or services by the ▇▇▇▇▇▇ Entities to their customers, the performance of which will extend over a period of more than one year and which involved consideration or payments by such customers in excess of $2,500,000 in the aggregate during the year ended December 31, 2008; (iii) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (iv) any agreement under which any ▇▇▇▇▇▇ Entity created, incurred, assumed or guaranteed any Indebtedness in excess of $5,000,000 or under which there has been imposed any Encumbrances on any of the assets, tangible or intangible, of any ▇▇▇▇▇▇ Entity; (v) any agreement entered into in the past four years (or with respect to which any material obligation of any ▇▇▇▇▇▇ Entity is outstanding) for the disposition of any material assets or business of any ▇▇▇▇▇▇ Entity (other than Company Leasessales of products in the ordinary course of business) or any agreement entered into in the past four years for the acquisition of the assets or business of any other Person (other than purchases of products in the ordinary course of business), in each case involving consideration in excess of $5,000,000; (vi) any agreement that limits in or purports to limit the ability of any material respect the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time) ▇▇▇▇▇▇ Entity 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areaarea or during any period of time; (iivii) any material partnershipthe lease and, strategic allianceif applicable, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contractsublease agreements pertaining to each parcel of Leased Real Property; (iiiviii) 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 all agreements related to result in mining operations at the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,000; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves Mines involving annual payments or consideration in excess of $2,000,000, 1,000,000 or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) except as has not been, and would not reasonably be expected to be, individually or in the aggregate, are otherwise material to the Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, ▇▇▇▇▇▇ Entities taken as a whole; (xiiiix) each Contract evidencing all material contracts and agreements between or relating to outstanding Indebtedness (among any ▇▇▇▇▇▇ Entity, on the one hand, and the Seller or commitments in respect thereof) any Affiliate of the Company Seller, on the other hand; (x) all collective bargaining agreements or other contracts with any Company Subsidiary labor organization, union or other similar association; (whether incurred, assumed, guaranteed xi) any employment related (including consulting) contract or secured by any asset) in an amount arrangement that is a Transferred Plan or that provides for total annual compensation in excess of $1,000,000 250,000; (xii) any contract that contains exclusivity or “most favored nation” obligations or similar restrictions binding on any ▇▇▇▇▇▇ Entity or that would be binding on Purchaser or its Affiliates after the Closing; (xiii) any material ▇▇▇▇▇▇ IP Agreement, other than Contracts solely between non-disclosure agreements entered into in the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiariesordinary course of business; (xiv) each Contract any contract to which any ▇▇▇▇▇▇ Entity is a party containing a standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of the Company other party or any Company Subsidiary grants of its Affiliates; (xv) any contract relating to any interest rate, currency or receives commodity derivative, hedge, derivative transactions or similar transactions; (xvi) any licensecontract containing a put, option, waiver, covenant not to assert call or similar right with respect pursuant to Intellectual Property that which any ▇▇▇▇▇▇ Entity could be required to purchase or sell, as applicable, any securities or assets; and (xvii) any contract other than described above to which any ▇▇▇▇▇▇ Entity is a party or by which it or they or any of its or their assets or properties or business is bound or subject that: (A) is material to the businesses of the Company and the Company Subsidiaries▇▇▇▇▇▇ Entities, taken as a whole, or agrees to limit its the use or exploitation operation of any material Company IP in any material respectof its assets or properties, including pursuant to any settlement agreementtaken as a whole, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) each Contract between the Company if breached, terminated 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 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 or family member; (xvi) each Contract with not renewed could have a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)Adverse Effect. (b) True and complete copies of each Each Material Contract in effect as of (i) is valid and binding on the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contractapplicable ▇▇▇▇▇▇ Entity, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s KnowledgeKnowledge of the Seller, of each other party the counterparties thereto, and is in full force and effecteffect and (where applicable) Registered or filed with any relevant Governmental Authority, subject to (other than, in respect of the Enforceability Limitations making of this representation and any expiration thereof warranty as of the Closing Date in accordance with the first paragraph of this Article III, where such Material Contract expires in accordance with its terms existing as without a right of renewal or is terminated in accordance with its terms by a counterparty other than due to a ▇▇▇▇▇▇ Entity’s breach) and (ii) upon consummation of the date hereof transactions contemplated by this Agreement, except to the extent that any consents set forth in Section 3.04(c) of the Disclosure Schedule are not obtained, shall continue in full force and effect without penalty or other adverse consequence. None of the ▇▇▇▇▇▇ Entities is in material breach of, or material default under, any material breachMaterial Contract to which it is a party.

Material Contracts. (a) Except for this Agreement, Section 4.17(athe Company Ancillary Agreements and other contracts and agreements (i) set forth on Schedule 3.20 of the Company Disclosure Letter contains a complete and correct listSchedule or (ii) filed as exhibits to the Company SEC Documents (collectively, the “Material Contracts”) or (iii) which individually or in the aggregate are not material to Company’s or any of its Subsidiaries’ businesses, as of the date hereofof this Agreement, of each Contract described in this Section 4.17(a) under which neither the Company or nor 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 of its Subsidiaries are a party to or to which bound by: (a) any trust indenture, mortgage, promissory note, loan agreement or other contract for the borrowing of their respective properties money, any currency exchange, commodities or assets is subject, other hedging arrangement (other than any Company Benefit Plans (all Contracts such arrangement entered into for bona fide hedging purposes) or any leasing transaction of the type described required to be capitalized in this Section 4.17(a), whether or not set forth on Section 4.17 accordance with Statement of Financial Accounting Standards No. 13 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):Financing Accounting Standards Board; (ib) each Contract any contract for capital expenditures in excess of one hundred fifty thousand dollars (other than Company Leases$150,000) that limits in the aggregate; (c) any material respect contract limiting the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time) to compete or engage in any line of business or geographic region or with any Person or sellbusiness, supply or distribute any product or service or that otherwise has the effect of restricting in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (v) each Contract that gives any Person the right to acquire any assets of material product or asset from any other Person outside the Company or any Company Subsidiary (excluding ordinary course commitments of business, to purchase goods sell any material product or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure asset outside the ordinary course of business and in excess to, or to perform any material service outside the ordinary course of $1,000,000 per annum; business, or to compete with any other Person (x) except where the exercise of any such right or imposition of such limitation has not been, and would not reasonably be expected to be, individually or as that term is defined in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective TimeExchange Act); (xiid) each Contract governing any collaborationcontract pursuant to which Company is a lessor of real property or of any machinery, co-promotionequipment, strategic alliance motor vehicles, office furniture, fixtures or design project other personal tangible property involving in the case of any such personal property contract which, in each case, is material more than one hundred thousand dollars ($100,000) over the life of the contract that expires or may be renewed at the option of any Person other than Company so as to expire more than one (1) year after the Company and the Company Subsidiaries, taken as a wholedate of this Agreement; (xiiie) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the any material contract with any Person with whom Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiariesdoes not deal at arm’s length; (xivf) each Contract pursuant to any contract which provides for the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation indemnification of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 employee or family memberagent; (xvig) each Contract any guarantee of indebtedness of any other Person; (h) any contract with or commitment to any labor union; (i) any contract or commitment for or relating to the employment of any officer, employee or consultant of Company or any other type of contract or understanding with any officer, employee or consultant of the Company that is not immediately terminable (or terminable within thirty (30) days or less in the case of consultants) by Company without cost or other liability; (j) any joint venture or partnership contract or other agreement which has involved, or is reasonably expected to involve, a Material Suppliersharing of profits, expenses or losses with any other party; and (xviik) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (IP Rights Agreement other than those object code licenses of commercial off-the-shelf computer software under shrink-wrap or other non-negotiated agreements and arrangements described having a cost of less than five hundred dollars ($500) per seat or other generally available commercial licenses providing for license fees in Item 601(b)(10)(iii) of Regulation S-K of the SECan amount less than ten thousand dollars ($10,000). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach.

Material Contracts. (a) Except for this Agreement, as disclosed in Section 4.17(a) 2.9 of the Company Seller Disclosure Letter contains a complete and correct listLetter, as neither of the date hereof, of each Contract described 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 Transferred Companies nor any of their respective properties Subsidiaries, or, in the case of any Shared Contract, Seller Group, is a party to or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):bound by: (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset); (ii) any joint venture, partnership or other similar agreements or arrangements (including any agreement providing for joint research, development or marketing); (iii) any agreement or series of related agreements, including any option agreement, within the past five years, relating to the acquisition of, investment in or disposition of any business, equity interests or assets of any other Person, any material real property or assets (whether by merger, sale of equity interests, sale of assets or otherwise); (iv) any agreement that (A) materially limits the freedom of any of the Transferred Companies or any of their respective Subsidiaries to compete in any line of business or with any Person or in any area or that would so limit the freedom of Buyer or its Affiliates or any Target Company after the Closing or (B) contains material exclusivity obligations, “most favored nation” provisions, “shiny new product” provisions or other similar restrictions, rights or obligations binding on any Target Company, or that would be binding on Buyer or any of its Affiliates after the Closing; (v) any agreement or series of related agreements providing for the purchase of materials, supplies, goods, services, equipment or other assets that provides for aggregate payments by any of the Transferred Companies or any of their respective Subsidiaries of $500,000 or more for the year ended December 31, 2019; (vi) any agreement or series of related agreements providing for the sale by any of the Transferred Companies or any of their respective Subsidiaries of materials, supplies, goods, services, equipment or other assets that provides for aggregate payments to any of the Transferred Companies or any of their respective Subsidiaries pursuant to which the Transferred Companies or any of their respective Subsidiaries received revenues of $2,000,000 or more for the fiscal year ended December 31, 2019; (vii) any agreement pursuant to which any of the Transferred Companies or any of their respective Subsidiaries is the lessee or lessor of any tangible personal property that involves an amount aggregate future or potential liability or receivable, as the case may be, in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries100,000; (xivviii) any agreement relating to any interest rate, derivatives or hedging transaction; (ix) any agreement with any Governmental Authority, including Governmental Contracts; (x) any agreement (including any “take-or-pay” or keepwell agreement) under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of any of the Transferred Companies or any of their respective Subsidiaries or (B) any of the Transferred Companies or any of their respective Subsidiaries has directly or indirectly guaranteed any liabilities or obligations of any other Person (in each Contract case other than endorsements for the purpose of collection in the ordinary course of business); (xi) any agreement material to the Business (A) pursuant to which any of the Company or any Company Subsidiary grants or Target Companies (1) receives any license, option, waiver, covenant not a license to assert or similar right with respect to use Intellectual Property or (2) provides or otherwise grants any other Person a license to use Owned Intellectual Property or (B) that is material a settlement or coexistence Contract relating to the businesses of the Company and the Company SubsidiariesOwned Intellectual Property, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangementeach case, other than (Ax) licenses for Software that is generally commercially available (or available on an open source basis) or pre-installed in hardware that requires annual license payments less than $500,000 and (y) non-exclusive licenses granted by Seller to customers and suppliers in the Company ordinary course of business; (xii) any settlement, conciliation or Company similar agreement with a Governmental Authority or other Person pursuant to which the Business or any of the Transferred Companies or any of their respective Subsidiaries for generally available Software or information technology services on substantially standardized termswill (A) have a payment obligation in excess of $100,000, and (B) Contracts that otherwise constitute Material Contracts identified have any ongoing, non-monetary obligation binding on Section 4.17 of any Target Company, or (C) be subject to injunctive relief after the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunderdate hereof; (xvxiii) each Contract between any agreement that relates both to the Company or any Company SubsidiaryBusiness, 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 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)Retained Business, on the other handhand (each, including a “Shared Contract”), other than any Contract pursuant Shared Contracts for general, corporate and administrative or similar services; (xiv) any agreement for capital expenditures in excess of $250,000 in the next 12 months following the date hereof or in excess of $1,000,000 in the aggregate; (xv) any agreement that grants to which any Person any right of first refusal, right of first offer or similar right or that limits the ability of any Target Company to transfer, pledge or otherwise dispose of any Company Subsidiary has an obligation to indemnify such officer, director, affiliate, beneficial owner or family memberasset of the Business; (xvi) each Contract any agreement with a Material Supplier; andCommercial Relationship; (xvii) any Contract Labor Contract; (xviii) any Seller Guaranty; or (xix) any agreement for the employment or engagement of any Business Employee or independent contractor on a full-time, part-time, consulting or other basis (A) providing for an annual base salary or fee in excess of $160,000, (B) at the director level or above or (C) that is not terminable upon 30 days’ notice or less without any liability to any Target Company; or (xx) any agreement that (A) is not otherwise described in any other subsection of this set forth on Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K 2.9 of the SECSeller Disclosure Letter, (B) with respect to involves annual payments in excess of $2,000,000 and (C) is not terminable by the Company Target Companies (other without penalty or cost) on less than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)90 days’ notice. (b) True Each agreement, commitment, arrangement or plan disclosed or required to be disclosed in the Seller Disclosure Letter pursuant to this Section 2.9, Section 2.10, Section 2.11 or Section 2.20 (each, a “Material Contract”) is a valid and complete copies of each Material Contract in effect as binding agreement of the date hereof have been made available to Parent Transferred Companies or publicly filed with one of their respective Subsidiaries or, in the SEC prior case of any Shared Contract, Seller or any of its Affiliates (other than a Target Company) (subject to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, Enforceability Exceptions) and is in full force and effect, subject and none of the Transferred Companies, any Subsidiary of the Transferred Companies or, to the Enforceability Limitations Knowledge of Seller, any other party thereto is in default or breach in any material respect under (or is alleged to be in default or breach in any material respect under) the terms of any such Material Contract, and, to the Knowledge of Seller, no change, event, circumstance, development, occurrence or effect has occurred or exists, that, with notice or lapse of time or both, would reasonably be expected to (i) constitute an event of default, breach, or violation thereunder or (ii) give any Person the right to cancel or terminate or materially and adversely modify the economic terms of any expiration thereof Material Contract except, in accordance each case, as would not be material to the Target Companies, taken as a whole. (c) None of Seller or its Subsidiaries has received any written notice or threat to terminate, materially and adversely amend or modify (including payment terms, price, duration or otherwise) or not renew (or renew on materially different terms) any Material Contract. A true, correct and complete copy of each written Material Contract has been furnished to Buyer. Since December 31, 2019, there has been no agreement or arrangement (including any amendment to, modification to or waiver of any term of any satellite capacity agreement) that does, or would reasonably be expected to, defer, delay or extend the due date for, any payment obligations of Seller Group in connection with its terms existing as the Business or of the date hereof and without any material breachTarget Companies.

Material Contracts. (a) Except for this Agreement, Section 4.17(aSchedule 4.13(a) of the Company Disclosure Letter contains a complete and correct list, sets forth as of the date hereofhereof an accurate, correct and complete list of each Contract described 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 all Seller Contracts to which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not descriptions set forth on Section 4.17 of below apply (the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each Real Property Leases, Personal Property Leases and IP Licenses; (ii) Any outstanding Contract for capital expenditures or for the purchase of goods or services for the Business in excess of $25,000; (iii) Any joint venture, partnership, cooperative arrangement or any other than Company Leases) that limits in Contract involving a sharing of profits primarily relating to any material respect the freedom of the CompanyPurchased Assets or the Business; (iv) Any advertising Contract not terminable without payment or penalty on thirty (30) days (or less) notice; (v) Any Contract granting or receiving any right, title or interest in or to real property; (vi) Any Contract with any Company Subsidiary Governmental Authority that directly applies to Business or any of their respective affiliates the Purchased Assets; (including Parent and its affiliates after vii) Any Contract with respect to the Effective Timedischarge, storage or removal of effluent, waste or pollutants primarily relating to the Business or any of the Purchased Assets; (viii) Any Contract relating to any license or royalty arrangement that directly applies to the Business or any of the Purchased Assets; (ix) Any power of attorney, proxy or similar instrument; (x) Any Contract for the manufacture, service or maintenance of any Seller Product; (xi) Any requirement or output Contract with respect to the Seller Products; (xii) Any Contract to indemnify any Person or to share in or contribute to the liability of any Person; (xiii) Any Contract containing covenants not 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 in any material respect geographical area primarily relating to the Company, the Company Subsidiaries Business or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments Purchased Assets or consideration in excess of $2,000,000, which would be binding on Purchaser or that contains any minimum purchase commitments in excess of $2,000,000 annually; (v) each Contract that gives any Person the right to acquire any assets of the Company or any Company Purchased Subsidiary (excluding ordinary course commitments to purchase goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company SubsidiariesClosing; (xiv) each Any other Contract pursuant primarily relating to which the Company Business or any Company Subsidiary grants of the Purchased Assets (including current Contracts with customers of the Business), which (i) provides for payment or receives performance by either party thereto having an aggregate value of $50,000 or more; (ii) is not terminable without payment or penalty on thirty (30) days (or less) notice; or (iii) is between, inter alia, an Affiliate and Seller; and (xv) Any other Contract that involves future payments, performance of services or delivery of goods or materials to or by Seller of an aggregate amount or value in excess of $25,000 on an annual basis and primarily relating to the Business or any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property the Purchased Assets or that otherwise is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)Business. (b) True Seller has provided to Purchaser accurate, correct and complete copies of each all Material Contracts, including all material amendments, supplements, modifications and waivers thereof. (c) Each Material Contract is currently valid and in effect full force and effect, and is enforceable by Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary equity. (d) (i) Seller is not in default in a material respect, and no party has notified Seller that it is in breach of or default in a material respect, under the terms of any Material Contract, except as . No event 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, occurred as of the date hereof, and to the Knowledge of Seller, no other party circumstance or condition exists, that will be reasonably likely to any Material Contract is (with or without notice or lapse of time): (A) result in a violation or breach of or default under any of the terms provisions by Seller of any Material Contract where such breach Contract; (B) give any Person the right to declare a default or default has had or would reasonably be expected to have, individually or in the aggregate, a Company exercise any remedy under any Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach.Contract;

Material Contracts. (a) Except for this Agreement, Section 4.17(a3.21(a) of the Company Disclosure Letter contains a complete and correct listsets forth, as of the date hereofof this Agreement, a correct and complete list of each Contract described in this Section 4.17(a) under which of the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or following types of Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):bound: (i) each Contract that (other than A) limits or restricts the Company Leases) 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 Subsidiaries (or would, from and after the Effective Time, limit or restrict Parent, any of its Subsidiaries or any of its stockholders) to compete or engage from competing 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic arearegion, or (B) contains “most favored nation” pricing provisions, exclusivity obligations, rights of first refusal, rights of first negotiation or offer or similar restrictions binding on the Company or any of its Subsidiaries; (ii) any each Contract that is a joint venture or partnership agreement that is material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among to the Company and its wholly owned Subsidiaries) or similar Contract, taken as a whole; (iii) each acquisition Contract in respect of (A) Secured Company Indebtedness or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligationsB) that would reasonably be expected MSR Related Transactions with respect to result Mortgage Servicing Rights having an unpaid principal balance in the receipt or making by the Company or any Company Subsidiary of future payments in excess aggregate of $1,000,0005 billion or greater; (iv) each Contract that provides is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment evidencing indebtedness for borrowed money of the Company or any of its Subsidiaries (other than letters of credit, surety bonds and similar performance guarantees and intercompany loans between the Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliersand its wholly-owned Subsidiaries) that involves annual payments or consideration in each case in an amount in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually50 million individually; (v) each 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 $10 million; (vi) each Contract that gives is an acquisition agreement or divestiture agreement pursuant to which (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 $50 million, (B) any other Person has the right to acquire any assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase goods or products) of its Subsidiaries after the date hereof of this Agreement with consideration a fair market value or purchase price of more than $1,000,000; 50 million, (viC) the Company has any settlement ongoing indemnification or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) except outstanding obligations as has not been, and would not reasonably be expected to be, individually or in of the aggregate, date of this Agreement that are material to the Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to which the Company or Company any of its Subsidiaries for generally available Software has continuing “earn out” or information technology services on substantially standardized termsother contingent payment obligations after the date of this Agreement reasonably likely to result in the payment of in excess of $500,000, and excluding, in each case, (Bx) Contracts related to Secured Company Indebtedness, (y) acquisitions or dispositions of inventory, products or assets in the ordinary course of the Company’s and its Subsidiaries’ business, including in connection with MSR Related Transactions, securitizations or other similar transactions involving Mortgage Servicing Rights or Mortgage Loans or (z) of inventory, products, equipment, properties or other assets that otherwise constitute Material Contracts identified on Section 4.17 are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunderor its Subsidiaries; (xvvii) each Contract between the Company or any Company Subsidiary, on the one hand, of its Subsidiaries 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 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 or family memberGovernmental Authority; (xviviii) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute is required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ix) each Related Party Contract; (x) each Contract which restricts the payment of dividends or distributions in respect of the SECcapital stock or equity interests of the Company or any of its Subsidiaries; (xi) each Contract under which the Company or any of its Subsidiaries (A) grants or is granted, in any material respect, a license or other right or interest with respect to any Intellectual Property or IT Systems (including any settlement or co-existence agreements or agreements with covenants not to ▇▇▇, but excluding any non-exclusive license (x) for the use of any commercially available, off-the-shelf software with a replacement cost and/or aggregate annual payments of less than $250,000, and/or (y) which is granted in the ordinary course of business by the Company and its Subsidiaries and is not material to the Company and/or any of its Subsidiaries), or (B) is subject to any material restrictions with respect to any Intellectual Property or IT Systems owned by the Company and its Subsidiaries; and (xii) each Contract involving the settlement of any Proceeding or threatened Proceeding (or series of Proceedings), other than those agreements and arrangements a claim, action or Proceeding relating to Taxes, which (x) may involve payments in excess of $2 million after the date hereof or since December 31, 2015 has involved payments in excess of $2 million or (y) impose or would purport to impose material restrictions on the operation of the businesses of Parent or any of its Subsidiaries following the Closing. Each Contract of the type described in Item 601(b)(10)(iiiclauses (i) of Regulation S-K of the SEC)through (vii) is referred to herein as a “Company Material Contract”. (b) True and complete copies of each Except for any Company Material Contract that has terminated or expired in effect as of the date hereof have been made available to Parent accordance with its terms or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Material Contract is a valid, valid and binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto in full force and effect and, to the Knowledge of the Company’s Knowledge, of each enforceable against the other party thereto, and is or parties thereto in full force and effectaccordance with its terms, subject to the Enforceability Limitations Exceptions. Except for breaches, violations or defaults which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Company Material Contract, is in violation of or in default under any provision of such Company Material Contract. True and complete copies of the Company Material Contracts and any expiration thereof in accordance with its terms existing as of material amendments thereto have been made available to Parent prior to the date hereof and without any material breachof this Agreement.

Material Contracts. (a) Except for this Agreement, Section 4.17(a) 4.17 of the Company Disclosure Letter contains a complete and correct list, as of lists the date hereof, of each Contract described 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 following Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or to which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each Contract (other than all Contracts that purport to limit, curtail or restrict the right of the Company Leases) that limits or any of its Subsidiaries 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 Effective TimeA) to engage or compete or engage in any line of business or in any geographic region or area, with any Person or sell, supply during any period of time or distribute (B) to solicit or hire any product or service or that otherwise has the effect of restricting in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areaPerson; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement Contract (other than standard purchase orders) that grants any such agreement solely between or among Person other than the Company and or any of its wholly owned SubsidiariesSubsidiaries any (A) exclusive license, supply, distribution or other rights, (B) material “most favored nation” rights, (C) material rights of first refusal, rights of first negotiation or similar Contractrights, (D) exclusive rights to purchase any Company products, (E) material guaranteed availability of supply or services for a period greater than 12 months, (F) guarantee as to production capacity or priority, (G) material rebates or (H) price guarantees for a period greater than 12 months; (iii) each any Contract relating to the disposition or 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 of its Subsidiaries of any business (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) (A) entered into on or after February 1, 2015 (whether or not such acquisition or disposition has been consummated prior to the date of this Agreement) or (B) that contains ongoing non-competition or indemnification obligations or other ongoing obligations of the Company Subsidiary or any of future payments in excess of $1,000,000its Subsidiaries; (iv) each any (A) standstill or similar agreement restricting any Person from acquiring the securities of, soliciting proxies respecting or affecting the control of any other Person, or (B) Contract that provides for requiring the Company or any Company Subsidiary of its Subsidiaries to obtain a service, license, product, product line, operations provide any notice or line of business from information to any Person (including prior to considering or accepting any of the Material Suppliers) that involves annual payments Acquisition Proposal or consideration in excess of $2,000,000, similar proposal or that contains prior to entering into any minimum purchase commitments in excess of $2,000,000 annuallydiscussions or Contract relating to any Acquisition Proposal or similar transaction; (v) each any Contract (other than Contracts for “off-the-shelf” Software licensed to the Company or its Subsidiaries for a one-time or annual fee of less than $15,000), that gives any Person the right to acquire any assets of requires a license or royalty payment to, or license or royalty payment by, the Company or any Company Subsidiary (excluding ordinary course commitments to purchase goods or products) after the date hereof with consideration of its Subsidiaries and that involves more than $1,000,000100,000 in any 12 month period; (vi) any settlement or similar Contract with a Governmental Entity, Company IP Agreement (other than those relating Contracts for “off-the-shelf” Software licensed to Taxesthe Company or its Subsidiaries for a one-time or annual fee of less than $15,000); (vii) except as has not been(A) any customer or client Contract, and would not reasonably be expected to beincluding any Government Contract, individually that involves total required payments in excess of $1,000,000 or (B) any other Contract (excluding Contracts for Company IP Agreements, Software licenses, Company Leased Real Property or Indebtedness) that involves total required payments in excess of $500,000, in each case (other than purchase orders issued (or received) for the purchase or sale of goods in the aggregate, material to ordinary course of business consistent with past practice) that is not terminable by the Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time)upon 30 days’ notice without penalty; (viii) any Contract with distributors or sales representatives or that relates to merchandising or that otherwise entitles a third party to a commission that is not terminable upon 30 days’ notice without penalty; (ix) any mortgages, indentures, debentures, bonds, guarantees, loans or credit agreements, security agreements or other Contracts, in each case, relating to Indebtedness of the Company or its Subsidiaries, and whether secured or unsecured in excess of $500,000; (x) any Contract that involves or relates to any exchange traded, over-the-counter or other hedging (including currency or commodity hedging), swap, cap, floor, collar, futures, forward, option or other than derivative financial trading activities; (xi) any indemnification Contract entered into with an officer or director of the Company Leases) not otherwise described in providing for indemnification by the Company or any other subsection of this Section 4.17(a) pursuant its Subsidiaries (with respect to which the Company or any Company Subsidiary of its Subsidiaries has paid or received payments in excess continuing obligations as of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Timethis Agreement); (xii) each Contract governing any collaboration, co-promotion, strategic alliance leases or design project contract which, in each case, is material to subleases under which the Company and or its Subsidiaries lease or occupy the Company Subsidiaries, taken as a wholeLeased Real Property that involve rental payments in excess of $100,000 in any 12 month period; (xiii) any Contract establishing a partnership, joint venture or similar third party business enterprise; and (A) any change of control, retention or transaction bonus agreement or (B) any employment Contract, (C) any Contract set forth on Section 4.12(k) of the Company Disclosure Letter, (D) any consulting Contract that involves total consideration in excess of $250,000 (in each Contract evidencing case with respect to which any party thereto has continuing obligations as of the date of this Agreement) with any current or relating to outstanding Indebtedness former (1) member of the Company Board, or commitments in respect thereof(2) employee of the Company or any Company Subsidiary of its Subsidiaries or (whether incurred, assumed, guaranteed or secured by E) any assetcollective bargaining agreements. (b) in an amount in excess of $1,000,000 other than Contracts solely between Neither the Company and nor any of its Subsidiaries is a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each party to any Contract pursuant required to which be filed by the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) 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 pursuant to Item 601(b)(10) of Regulation S-K of under the SECSecurities Act that has not been so filed. (i) with respect to Each Material Contract is valid and binding on the Company or one of its Subsidiaries and is in full force and effect (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K due to the ordinary expiration of the SECterm thereof). (b) True and complete copies of each Material Contract in effect as , and, to the Knowledge of the date hereof have been made available to Parent or publicly filed with Company, is valid and binding on the SEC prior other parties thereto (in each case subject to the date hereof. Neither Bankruptcy and Equity Exception) and (ii) neither the Company nor any Company Subsidiary of its Subsidiaries is in default under any Material Contract and no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a breach of or default on the part of the Company or any of its Subsidiaries under the terms of any such Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as Knowledge of the date hereofCompany, no other party to any Material Contract is in breach or default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a breach or default by any such other party thereunder. Neither the Company nor any of its Subsidiaries has received any written notice of termination or cancellation under any Material Contract, received any notice of breach or default under the terms any Material Contract that has not been cured, or granted to any third party any rights, adverse or otherwise, that would constitute a breach of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectContract. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of Neither the Company or the Company Subsidiary which nor any of its Subsidiaries is party thereto and, to any Contract pursuant to which the terms and conditions thereof or any information or data contained therein are deemed classified pursuant to the Company’s Knowledge, rules and regulations of each other party thereto, any Governmental Authority. The Company has made available to Parent true and is correct copies of all Material Contracts in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing effect as of the date hereof and without any material breachof this Agreement.

Material Contracts. (a) Except for this Agreement, Section 4.17(a) 5.19 of the Company Disclosure Letter contains Schedule sets forth a true and complete and correct list, as of the date hereof, list of each Material Contract described 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 of its Subsidiaries is a party to or to which any of their respective properties or assets bound that is subject, other than any Company Benefit Plans (all Contracts in effect as of the type described in date of this Section 4.17(a), whether or not set forth on Section 4.17 of Agreement and the Company Disclosure Letterhas made available to Parent, being referred to herein as or publicly filed with the SEC, a true and complete copy of each such Material Contract. For purposes of this Agreement, “Material Contracts”): Contract” shall mean: (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) 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 1934 Act), whether or not filed by the Company with the SEC, (ii) any employment, severance or consulting agreement (in each case with respect to which the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect has continuing obligations as of the date hereof have been made available hereof) with any current or former (x) executive officer or management employee of the Company, (y) member of the Board of Directors, or (z) employee of the Company who receives an annual base salary in excess of $150,000, (iii) any agreement that purports to Parent limit in any material respect the right of the Company or publicly filed any of its Subsidiaries (or, at any time after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries) to (A) sell, supply or distribute any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or to obtain products or services from any Person or limiting the SEC prior ability of any Person to provide products or services to the date hereof. Neither Company or any of its Subsidiaries, (iv) any agreement relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by the Company nor or any of its Subsidiaries after the date of this Agreement of assets with a fair market value in excess of $500,000 individually, (v) any partnership or joint venture agreement or any agreement with a selling partner, in each case that is material to the Company Subsidiary is and its Subsidiaries taken as a whole, (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts, in breach each case relating to indebtedness for borrowed money, whether as borrower or lender, in each case in excess of $1,000,000, other than (A) accounts receivables and payables and (B) loans to direct or default under indirect wholly-owned Subsidiaries of the Company, (vii) any employee collective bargaining agreement or other agreement with any labor union, (viii) any agreement that by its terms limits the payment of dividends or other distributions by the Company or any of its Subsidiaries, (ix) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any Material Contractmaterial amount of assets or businesses, except (x) each Lease involving annual payments by the Company or any of its Subsidiaries in excess of $100,000, (xi) any other Contract under which the Company or any of its Subsidiaries is obligated to make payment or incur costs in excess of $500,000 in any year and which is not otherwise described in clauses (i)-(x) above, (xii) the Contract listed on Section 5.19(xii) of the Company Disclosure Schedule and (xiii) any material Contract pursuant to which the Company or one of its Subsidiaries licenses or otherwise grants to a Third Party, or receives a license or grant from a Third Party of, any Intellectual Property rights material to the Company’s or one of its Subsidiaries’ business as has not had currently conducted (other than Contracts granting rights to readily available hardware and COTS). Except for breaches, violations or defaults which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (w) each of the Material Contract Contracts is a valid, binding and enforceable obligation of the Company or the applicable Subsidiary of the Company Subsidiary which is party thereto and, to the knowledge of the Company’s Knowledge, of each the other party theretoor parties thereto in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles of equity), (x) each of the Material Contracts is in full force and effect, subject (y) neither the Company nor any of its Subsidiaries, nor to the Enforceability Limitations Company’s knowledge any other party to a Material Contract, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Contract and any expiration thereof in accordance with its terms existing (z) as of the date hereof and without hereof, neither the Company nor any material breachof its Subsidiaries has received notice in writing that it has breached, violated or defaulted under any Material Contract or that any other party intends to terminate any Material Contract prior to its scheduled termination date.

Material Contracts. (a) Except for this Agreement, Section 4.17(a) 5.14 of the Company Disclosure Letter Schedule contains a complete and correct list, list of each of the following contracts as of the date hereof, of each Contract described in this Section 4.17(a) under Agreement to which either 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 of its Subsidiaries is a party to or to which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):legally bound: (i) each Contract (other than between the Company Leases) that limits in any material respect the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent its Subsidiaries and any of the 10 largest customers of the Company and its affiliates after Subsidiaries (determined on the Effective Time) to compete or engage in any line basis 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 in any material respect the Company, aggregate revenues received by the Company or any of its Subsidiaries or affiliates (including Parent and its affiliates after over the Effective Time) from the developmentfour consecutive fiscal quarter period ended October 2, marketing or distribution of products and services, in each case, in any geographic area2006); (ii) any material partnershipexcept for the Contracts disclosed in clause (i) above, strategic allianceeach Contract that involves sale of products, joint venture, collaboration performance of services or limited liability company agreement (other than any such agreement solely between or among development commitments by the Company and or any of its wholly owned Subsidiaries, providing for either (A) annual payments of $1,000,000 or similar Contractmore or (B) aggregate payments of $2,000,000 or more; (iii) each acquisition Contract between the Company or divestiture Contract that contains representations, covenants, indemnities any of its Subsidiaries and any of the 10 largest suppliers or other obligations licensors to the Company and any of its Subsidiaries (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in determined on the receipt or making basis of aggregate payments made by the Company or any Company Subsidiary of future payments in excess of $1,000,000its Subsidiaries over the four consecutive fiscal quarter period ended October 2, 2006); (iv) each Contract that provides for the Company any partnership, joint venture or any Company Subsidiary to obtain a service, license, product, product line, operations other similar agreement or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annuallyarrangement; (v) each Contract that gives relating to the acquisition or disposition of any Person the right to acquire any business (whether by merger, sale of stock, sale of assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase goods or products) after the date hereof with consideration of more than $1,000,000otherwise); (vi) any settlement or similar each Contract with a Governmental Entity, other than those relating to Taxes; (vii) except as has not been, and would not reasonably be expected to be, individually Indebtedness or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, any settlement deferred purchase price of property of or similar Contract restricting in any respect the operations or conduct of by the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates Subsidiaries (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each either case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 entered into other than Contracts solely between in the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiariesordinary course of business consistent with past practice; (xivvii) each Contract to which the Company or any of its Subsidiaries is a party creating or granting a Lien (including Liens upon properties acquired under conditional sales, capital leases or other title retention or security devices), other than Permitted Liens; (viii) each Contract under which the Company or any of its Subsidiaries has, directly or indirectly, made any loan, capital contribution to, or other investment in, any Person (other than the Company or any of its Subsidiaries and other than extensions of credit or loans in the ordinary course of business consistent with past practice); (ix) any agency, dealer, sales representative, marketing or other similar agreement that is material to the business of the Company or any of its Subsidiaries as currently conducted; (x) each Contract that contains provisions restricting the Company or any Subsidiary from competing in any line of business or with any Person or in any area or which would so restrict Parent, the Company or any of their respective Affiliates after the Effective Time; (xi) each Contract that (A) grants to any Third Party any exclusive license or supply or distribution agreement or other exclusive rights, (B) grants to any Third Party any “most favored nation” rights, rights of first refusal, rights of first negotiation or similar rights with respect to any product, service or Intellectual Property Rights that are material to the business of the Company or any of its Subsidiaries as currently conducted or (C) contains any provision that requires the purchase of all or a specified substantial portion of the Company’s or any of its Subsidiaries’ requirements from a given third party, or any other similar provision; (xii) each Contract pursuant to which the Company or any Company Subsidiary grants or receives of its Subsidiaries has been granted any license, option, waiver, covenant not to assert or similar right with respect license to Intellectual Property Rights that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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) business of the Company or any Company Subsidiaryof its Subsidiaries as currently conducted, any beneficial owner, directly or indirectly, other than licenses granted in the ordinary course of more than five percent (5%) business of the shares Company and its Subsidiaries consistent with past practice; (xiii) each lease or sublease (whether of Company Common Stock real or any of their respective “associates” or “immediate family” members (as such terms are defined tangible personal property providing for annual payments in Rule 12b-2 and Rule 16a-1 excess of the Exchange Act), on the other hand, including any Contract pursuant $50,000) to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate, beneficial owner of its Subsidiaries is a party as either lessor or family memberlessee; (xvi) each Contract with a Material Supplier; and (xviixiv) any Contract not otherwise described in agreement with any other subsection director or officer of this Section 4.17(a) that would constitute a the Company or any Subsidiary or with any “material contractassociate” or any member of the “immediate family” (as such term is terms are respectively defined in Item 601(b)(10Rules 12b-2 and 16a-1 of the 1▇▇▇ ▇▇▇) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC).any such director or officer; or (bxv) True and complete copies of each Material Contract in effect as of the date hereof have been any other agreement, commitment, arrangement or plan not made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To ordinary course of business involving the Company’s Knowledge, as payment or receipt of the date hereof, no other party to any Material Contract is annual payments in breach excess of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach$1,000,000.

Material Contracts. (a) Except for this Agreement, Section 4.17(a3.5(a) of the Company Disclosure Letter contains Schedules lists all Contracts to which any GCL Company is a complete and correct listparty, by which any GCL Company is bound or to which any GCL Company or any of its assets or properties are subject that are in effect as of the date hereofof this Agreement and constitute or involve the following (together with all amendments, of waivers or other changes thereto, each Contract described 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, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a)following, whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as a “Material ContractsContract”): (i) each Contract employee collective bargaining Contract; (other than Company Leasesii) that limits in obligations of, or payments to, any material respect the freedom of the CompanyGCL Companies of $500,000 or more; (iii) any Contract under which any GCL Company has created, any Company Subsidiary incurred, assumed or any of their respective affiliates (including Parent and its affiliates after the Effective Time) to compete or engage in any line of business or geographic region or with any Person or sellguaranteed Indebtedness, supply or distribute any product or service or that otherwise has the effect of restricting in right to draw upon credit that has been extended for Indebtedness, or has granted a Lien on its assets, whether tangible or intangible, to secure any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and servicesIndebtedness, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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 an amount in excess of $1,000,000;500,000; (iv) each any Contract that provides for the is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any GCL Company since March 31, 2022 of any Person or of any Company Subsidiary to obtain a service, license, product, product line, operations business entity or line division or business of business from any Person (including any through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the Material Suppliers) that involves annual payments assets of such Person or consideration by any other manner), but excluding any Contracts in excess of $2,000,000, which the applicable acquisition or that contains any minimum purchase commitments in excess of $2,000,000 annuallydisposition has been consummated and there are no material obligations ongoing; (v) each any Contract that gives any Person with outstanding obligations for the right to acquire any sale or purchase of personal property, fixed assets of or real estate, other than sales or purchases in the Company or any Company Subsidiary (excluding ordinary course commitments to purchase goods or products) after the date hereof with consideration of more than $1,000,000Ordinary Course; (vi) any settlement Contract not made in the Ordinary Course and not disclosed pursuant to any other clause under this Section 3.5(a) and expected to result in revenue or similar Contract with a Governmental Entityrequire expenditures in excess of $500,000 in the calendar year ending March 31, other than those relating to Taxes2023; (vii) except as has not beenany joint venture Contract, and would not reasonably be expected to bepartnership agreement, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, any settlement limited liability company agreement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and business of the Company SubsidiariesGCL Companies, taken as a whole; (xiiiviii) each Contract evidencing any real property leasehold interest (each, a “Real Property Lease”); (ix) all leases or relating master leases of personal property reasonably likely to outstanding Indebtedness (or commitments result in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess annual payments of $1,000,000 other than Contracts solely between the Company and 500,000 or more in a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries12-month period; (xivx) each any Contract pursuant to which the any GCL Company (A) licenses or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to is granted rights from a third party under Intellectual Property that is material to the businesses business of the Company and the Company SubsidiariesGCL Companies, taken as a whole, excluding click-wrap, shrink-wrap, off-the-shelf software licenses and any other software licenses that are commercially available on reasonable terms to the public generally with license, maintenance, support and other fees less than $250,000 per year provided such software is not combined with, linked to or agrees distributed with any Owned Company Software or any Company Product or (B) licenses or grants to limit its use or exploitation of any material Company IP in any material respect, including pursuant a third party to any settlement agreement, coexistence agreement rights in or similar arrangement, other than to use Owned Intellectual Property or Owned Company Software (A) excluding non-exclusive licenses granted to customers, contractors, suppliers or service providers in the Ordinary Course); (xi) the grant of rights to manufacture, produce, assemble, license, market or sell any Company Products; (xii) Contracts with any Governmental Authority; (xiii) any Contract which restricts in any material respect or contains any material limitations on the ability of any GCL Company Subsidiaries for generally available Software to compete in any line of business or information technology services in any geographic territory, in each case excluding customary confidentiality agreements (or clauses) or non-solicitation agreements (or clauses); (xiv) Contracts between (A) on substantially standardized termsthe one hand, any of the GCL Companies, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 Company Shareholder; (xv) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which the a GCL Company is a party that provide for payments by any GCL Company or to any GCL Company Subsidiary has an obligation to indemnify such officerin excess of $250,000, directorin the aggregate, affiliate, beneficial owner or family memberover any 12-month period; (xvi) each Contract with a Material Supplier; andall Contracts that result in any Person holding an irrevocable power of attorney from any GCL Company that relates to any GCL Company or its business; (xvii) Contracts to which any Contract not otherwise described in any other subsection GCL Company is a party that are of this Section 4.17(a) the type that would constitute a “material contract” be required to be filed with the Registration Statement under applicable SEC requirements pursuant to Items 601(b)(1), (as such term is defined in Item 601(b)(102), (4), (9) or (10) of Regulation S-K of under the SEC) with respect to Securities Act if the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of was the SEC)registrant. (b) True True, correct and complete copies of each Material Contract in effect as the Contracts required to be listed on Section 3.5(a) of the date hereof Company Disclosure Schedules, have been delivered to or made available to Parent or publicly filed with the SEC SPAC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contractthis Agreement, except together with all amendments thereto. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each (i) all Material Contract Contracts to which any of the GCL Companies is a party or by which its assets are bound are valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and by Laws relating to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as availability of specific performance, injunctive relief or other equitable remedies, (ii) none of the GCL Companies (nor, to the knowledge of the Company, any other party to any such Contract) is or, with the giving of notice, the lapse of time or otherwise, would be in default under any Material Contract to which any of the GCL Companies is or will be a party or by which its assets are bound, (iii) since March 31, 2022, none of the GCL Companies has received any written or, to the Company’s knowledge, oral claim or notice of material breach of or material default under any Material Contract, (iv) to the Company’s knowledge, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any Material Contract by a GCL Company or, to the Company’s knowledge, any other party thereto (in each case, with or without notice or lapse of time or both), and (v) since March 31, 2022 through the date hereof and without hereof, none of the GCL Companies has received written notice from any material breachcustomer or supplier that is a party to any Material Contract that such party intends to terminate or not renew any Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.17(a5.12(a) of the Company Disclosure Letter contains a complete and correct list, as Schedules sets forth all of the date hereof, following Contracts of each Contract described 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) Business or to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which any of their respective properties or assets it is subject, other than any Company Benefit Plans (all Contracts bound as of the type described in this Section 4.17(a), whether or not date hereof (collectively and together with those Contracts set forth on Section 4.17 5.10(a) of the Company Disclosure LetterSchedules, being referred to herein as the Material In-Bound License Agreements and the Material Out-Bound License Agreements, the “Material Contracts”): (i) each Contract with any SunGard Capital Stockholder or any current officer or director of any Company Entity or any Affiliate (other than Company Leasesa Subsidiary) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) each Contract with any material partnership, strategic alliance, joint venture, collaboration labor union or limited liability company agreement (other than association representing any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar ContractBusiness Employee; (iii) (A) each Contract relating to the sale of any of the assets of, or the provisions of any services by, the Business or the Company or any of its Subsidiaries other than the sale or provision of goods and services in the Ordinary Course of Business, for consideration, in excess of $500,000 or the equivalent in other currencies during the twelve-month period ending on the date hereof, (B) each of the ten (10) Contracts for the provision of maintenance and support services (“Maintenance Contracts”) that generated the highest amount of revenues in 2010 for the Business from Maintenance Contracts and (C) each of the ten (10) Contracts for the provision of managed services (“Managed Services Contracts”) that generated the highest amount of revenues in 2010 for the Business from Managed Services Contracts; (iv) each Contract relating to the acquisition or divestiture disposition by the Business or the Company or any of its Subsidiaries of any business, division or product line or the capital stock of any other Person, in each case (A) entered into during the three-year period ending on the date hereof and for consideration in excess of $500,000 or the equivalent in other currencies or (B) pursuant to which any material Liabilities or obligations of the Company or its Subsidiaries remain outstanding; (v) each Contract relating to (A) the incurrence of Indebtedness, (B) a letter of credit, performance bond, cash collateral or escrow requirement or similar credit support or (C) the making of any loans (other than routine advances to employees for business expenses in the Ordinary Course of Business in an amount not exceeding $25,000 at any time to any individual employee); (vi) each Contract creating or governing a partnership, limited liability company, joint venture or similar arrangement; (vii) each Contract (A) containing a covenant expressly limiting the freedom of the Business or the Company or any of its Subsidiaries to engage in any business with any Person or in any geographic area or to compete with any Person or limiting the ability of the Company or any of its Subsidiaries to incur Indebtedness or to create Liens, (B) containing most favored nation or similar provisions in favor of any customer or other counterparty to the Business or the Company or any of its Subsidiaries that involves a payment to be made to the Company in excess of $500,000 or (C) obligating the Business or the Company or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party; (viii) each Contract creating a Lien (other than Permitted Liens) upon any assets (including any Lien placed on the Company’s or any of the Company Subsidiaries’ Intellectual Property), other than purchase money security interests in connection with the acquisition of equipment in the Ordinary Course of Business; (ix) each Contract reflecting a settlement of any threatened or pending Actions, other than (A) releases immaterial in nature or amount entered into with former employees or independent contractors of the Company and its Subsidiaries in the Ordinary Course of Business in connection with the routine cessation of such employee’s or independent contractor’s employment with the Company and its Subsidiaries, (B) settlement agreements for cash only (which has been paid) and does not exceed $500,000 as to such settlement or (C) settlement agreements entered into more than three (3) years prior to the date of this Agreement under which none of the Business or the Company or its Subsidiaries have any continuing Liabilities or rights (excluding releases); (x) each Contract creating or governing a co-marketing, reseller, distributor or similar arrangement for consideration in excess of $500,000 or the equivalent in other currencies; and (xi) each other Contract that contains representations, covenants, indemnities involves any single or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making related expenditures by the Company or any Company Subsidiary of future payments in excess of $1,000,000; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid future financial obligations of more than $250,000 or received payments the equivalent in excess other currencies per year. (b) True and correct copies of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated each Material Contract have been made available to pay or entitled Parent prior to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof. Each Material Contract is a valid and binding agreement of the relevant Company Entity, as the case may be, and, to the Company’s Knowledge, the other than Contracts solely between parties thereto, in each case enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the Company enforcement of creditors’ rights and a wholly owned Company Subsidiary subject to general principles of equity), except as, individually or solely between wholly owned Company Subsidiaries; (ix) any Contract that obligates in 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 per annum; (x) except where the exercise of any such right or imposition of such limitation aggregate, has not been, had and would not reasonably be expected to be, individually have a Business Material Adverse Effect. The Company or in the aggregate, material its Subsidiaries that are parties to the Company and Material Contracts and, to the Company Subsidiaries, taken as a whole, each Contract that grants any right of first refusal or right of first offer or that limits the ability Knowledge of the Company, any Company Subsidiary each of the other parties thereto, have performed all obligations required to be performed by them under, and are not in breach of, default or violation under, any of its affiliates (including Parent such Material Contracts and no event has occurred that with notice or any lapse of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a wholetime, or agrees to limit its use or exploitation of any material Company IP in any material respectboth, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute such a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contractdefault, except as where such noncompliance, breach, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Business Material Adverse Effect. To the Company’s Knowledge, as None of the date hereofSunGard Entities or any of their Subsidiaries has received written notice of any default or event that with notice or lapse of time, no other party to or both, would constitute a default under any Material Contract is in breach of or default under the terms of Contract, except for any Material Contract where such breach or default has had or would reasonably be expected to havedefaults that, individually or in the aggregate, a Company Material Adverse Effect. Except as has have not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Business Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach.

Material Contracts. (a) Except for this Agreement, Section 4.17(a5.12(a) of the Company Vistana Disclosure Letter contains Schedule sets forth a complete and correct listlist of all Contracts described in clauses (i) through (xi) of this Section 5.12(a) to which, as of the date hereof, of each Contract described 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 Vistana Entity is a party or to which any of their respective properties or assets is subjectparty, other than (x) the Vistana Benefit Plans, (y) any Company Benefit Plans Contract solely between or among one or more Vistana Entities and (all Contracts z) any purchase orders entered into in connection with any Vistana Entity’s ordinary course of business purchasing activities (such Contracts, collectively, the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Vistana Material Contracts”): (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) 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 SECExchange Act); (ii) each Contract (other than Contracts of the type (without giving effect to dollar thresholds) described in other clauses of this Section 5.12(a)) that Vistana reasonably anticipates will involve annual payments or consideration furnished by or to any of the Vistana Entities of more than $1,500,000; (iii) each note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by any of the Vistana Entities, in each case, having an outstanding principal amount in excess of $1,500,000; (iv) any swap, forward, future, option, cap, floor, collar or similar financial Contract or other derivative Contract, or any other interest rate or foreign currency protection Contract; (v) each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of any of the Vistana Entities (other than in the ordinary course of business), in each case, involving payments in excess of $5,000,000, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party (in each case, other than with respect to wholly-owned Vistana Subsidiaries); (vii) each Contract that relates to ongoing or scheduled development plans or arrangements or capital expenditures, in an annual amount in excess of $1,500,000; (viii) each Contract containing covenants expressly limiting (a) in any material respect the Company freedom of any of the Vistana Entities to compete with any Person in a product line or line of business or operate in any geographic location or (b) the ability of any Vistana Entity to incur a Lien on its assets, including Liens on the capital stock of any Vistana Entity; (ix) any Contract providing a Person with any: (A) right to cause the appointment or nomination of directors of any Vistana Entity, (B) consent or approval rights with respect to any change in Organizational Documents or other significant corporate action by any Vistana Entity, or (C) right of first refusal or first offer or other approval or consent rights with respect to any liquidation, dissolution, restructuring, recapitalization, reorganization or merger of any Vistana Entity; (x) any Contract containing a change of control provision which would be triggered by the transactions contemplated by this Agreement and requires payments in excess of $1,500,000; and (xi) each Contract pursuant to which any of the Vistana Entities grants to a third party or is granted from a third party any license with respect to Intellectual Property material to the Vistana Business, other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)licenses for commercially available software. (b) True and complete copies of each Material Contract in effect as All of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Vistana Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is Contracts are (i) in full force and effect, subject to the Enforceability Limitations Remedies Exception, and any expiration thereof in accordance with its terms existing as (ii) represent the valid and binding obligations of the date hereof Vistana Entity party thereto and, to the knowledge of Vistana, represent the valid and binding obligations of the other parties thereto, except as has not, individually or in the aggregate, had or would have a Vistana Material Adverse Effect. No Vistana Entity has received any written claim or notice of material breach of or material default under any such Vistana Material Contract, which breach or default has not been cured without penalty, cost or other liability, in each case, that would be material to the Vistana Entities (taken as a whole). No Vistana Entity, nor, to the knowledge of Vistana, any material breachother party thereto, is in breach of or default under any such Vistana Material Contract, and, to the knowledge of Vistana, no event has occurred thereunder which, individually or together with other events, would have a Vistana Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.17(a‎Section 4.19(a) of the Company Disclosure Letter contains Schedule sets forth a complete and correct list, list as of the date hereof, of this Agreement of each Contract described in this Section 4.17(a) under which of the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or following Contracts to which the Company or any Company Subsidiary of 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 their respective properties its Subsidiaries becomes a party or assets is subjectby which it becomes bound after the date of this Agreement, other than any a “Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material ContractsContract”): (i) each any 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 (other than Company Leases12) 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 of the Contract; (ii) any Contract that (A) limits or purports to limit, in any material respect respect, the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time) Subsidiaries to engage or compete or engage in any line of business or geographic region or with any Person or sell, supply or distribute in any product or service area or that otherwise has the effect of restricting would so limit or purport to limit, in any material respect respect, the Companyfreedom of Parent, the Company Subsidiaries or affiliates (including Parent and its affiliates any of their respective Affiliates after the Effective Time, (B) from contains any material exclusivity or “most favored nation” obligations or restrictions or similar provisions that are binding on the developmentCompany or any of its Subsidiaries (or, marketing after the Effective Time, that would be binding on Parent or distribution any of products and services, in each caseits Affiliates) or (C) otherwise limits or restricts, in any geographic area; (ii) any material partnershiprespect, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and or any of its wholly owned SubsidiariesSubsidiaries (or, after the Effective Time, Parent or any of its Affiliates) from hiring or similar Contractsoliciting any Person for employment; (iii) each acquisition any deposit sweep agreement 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 $1,000,000similar agreement; (iv) each (A) any standard form Contract that provides for pursuant to which the Company or any Company Subsidiary of its Subsidiaries provides Brokerage Services or Investment Advisory Services to obtain a service, license, product, product line, operations or line of business from any Person Client and (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (viB) any settlement material Contract (or similar Contract with a Governmental Entitygroup of Contracts that, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(aare 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 Subsidiary has paid or any of its Subsidiaries; (viii) any Contract reasonably expected to result in payments made or received payments by the Company and its Subsidiaries in excess of $2,000,000 10,000,000 in any year and for which the fiscal year ended February 1execution, 2025delivery 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 obligated entitled thereunder; (ix) promissory notes, loan agreements, indentures, evidences of indebtedness or other instruments providing for or relating to pay the lending of money, (A) if as borrower or entitled to receive payments guarantor, in aggregate principal amount in excess of $2,000,000 15,000,000, and (B) if as lender, in aggregate principal amount in excess of $5,000,000; (x) 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 other similar 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 acquisition or disposition of the assets or securities of any Person or any business for a price in excess of $10,000,000 (in each case, whether by merger, sale of stock, sale of assets or otherwise); (xiv) any 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 following the date hereofended September 30, other than Contracts solely between 2019 or expected to be made by the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiariesits Subsidiaries during any twelve (12) month period ending after September 30, 2019 are greater than $5,000,000; (ixxv) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation has not been, and would not reasonably be expected to be, individually or in the aggregate, all material to the Company and the Company Subsidiaries, taken as a whole, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants of its Subsidiaries (A) receives or receives is granted any licenselicense or sublicense to, option, waiver, or covenant not to assert or similar right with respect to be sued under, any Intellectual Property (other than licenses to Software that is material to the businesses of the Company and the Company Subsidiaries, taken as a wholecommercially available on non-discriminatory pricing terms) or (B) grants any license or sublicense to, or agrees covenant not to limit its use or exploitation of be sued under, any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, Intellectual Property (other than (A) immaterial, non-exclusive licenses granted to in the Company ordinary course of business); (xvi) any Contracts or Company Subsidiaries for generally available Software other transactions with any (A) executive officer or information technology services on substantially standardized termsdirector of the Company, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 record or, to the knowledge of the Company Disclosure Letter and in which the grants Company, beneficial owner of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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%) or more of the shares voting securities of the Company Common Stock (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 respective “associates” or “immediate family” members ”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Securities Exchange Act), on the other hand, including ) of any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such executive officer, director, affiliate, director or beneficial owner or family member(each of the foregoing, a “Related Party” and each such Contract, a “Related Party Contract”); (xvi) each Contract with a Material Supplier; and (xvii) any other 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 required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K of the SECK; and (xviii) with respect any other Contract that is material to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)its Subsidiaries, taken as a whole. (b) True and complete copies of each Material Contract in effect as All of the date hereof have been made available to Parent or publicly filed with the SEC prior Company Material Contracts are, subject to the date hereof. Neither Bankruptcy and Equity Exceptions, valid and binding obligations of the Company nor 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 Company Subsidiary is of its Subsidiaries, such termination must be in breach the ordinary course of or default under the terms of any Material Contractbusiness), except as where the failure to be valid and binding obligations and in full force and effect and enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as knowledge of the date hereofCompany, no other party Person is seeking to any Material Contract is in breach of terminate or default under challenging the terms validity or enforceability of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has Contract, 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 of its Subsidiaries, each Material Contract is a valid, binding and enforceable obligation nor to the knowledge of the Company Company, 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 any provision of, and neither the Company Subsidiary nor any of its Subsidiaries has received written notice that it has violated or defaulted under, any Company Material Contract, except for those violations and defaults (or potential defaults) which is party thereto andhave not had and would not reasonably be expected to have, to individually or in the Company’s Knowledgeaggregate, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breacha Company Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.17(aSchedule 3.18(a) contains a list of each of the Company Disclosure Letter contains following written Contracts and a complete and correct list, as description of each of the date hereof, of each Contract described 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 following oral Contracts to which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure LetterEntities is a party (collectively, being referred to herein as the “Material Contracts”): (i) each Contract all Contracts (other than Company Leasesthe Leases listed on Schedule 3.8(b)) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and servicesreasonably anticipates will, in each caseaccordance with their terms, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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 involve aggregate payments by the Company or any Company Subsidiary of future payments in excess of $1,000,000; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration Entities of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in 250,000 within the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ixii) all Contracts that Company reasonably anticipates will, in accordance with their terms, involve aggregate payments to any of the Company Entities of more than $250,000 within the twelve (12) month period following the date hereof; (iii) any employment Contract of any director or officer of any of the Companies or any other written employment, severance, retention, deal bonus, consulting or other Contract with any employee of any of the Companies which will require (or reasonably likely require) the payment of amounts by any of the Companies during the one year period following the date hereof in excess of $150,000; (iv) all Contracts that limit or purport to limit the ability of any of the Company Entities to compete in any line of business or with any Person or in any geographic area or during any period of time; (v) all Contracts relating to material Intellectual Property Rights (other than Intellectual Property Rights which are the subject of a license for shrink wrap software, license for other “off the shelf” software, or a license for software for which the license fees, royalties, maintenance fees and support fees do not exceed $150,000 on an annual basis); (vi) all Contracts under which any of the Company Entities has incurred any Indebtedness which is outstanding on the date hereof or has directly or indirectly guaranteed Indebtedness, liabilities or obligations of any Person (other than any Indebtedness, liabilities or obligations solely by and among the Company Entities); (vii) any Contract that obligates the Company contains a put or similar right pursuant to which any Company Subsidiary Entity could be required to make purchase, redeem or otherwise acquire any capital investment equity interests (whether exercisable by the party holding such right (A) at any time or capital expenditure outside from time to time (i.e., a “time-based put”) or (B) as a result of, or in connection with, the ordinary course execution and delivery of business and in excess this Agreement by the parties hereto or the consummation of $1,000,000 per annumthe transactions contemplated hereby (i.e., an “event-based put”)); (xviii) except where the exercise of any such right or imposition of such limitation has not been, and would not reasonably other than as may be expected to be, individually or set forth in the aggregateCompany Entities’ Organizational Documents, material to the Company and the Company Subsidiaries, taken as a whole, each any Contract that grants any contains a co-sale, call, right of first refusal or right of first offer or that limits offer, with respect to the ability equity interests of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assetsEntities; (xiix) each Contract that contains any exclusivity rights or “most favored nations” provisionsContract, in each case, that are material in any respect to other than the Company Entities’ Organizational Documents, which contains an earn-out, deferred purchase price, or its affiliates (including Parent other similar contingent obligation, or its affiliates after the Effective Time); (xii) each Contract governing contains ongoing indemnification obligations on behalf of any collaboration, co-promotion, strategic alliance or design project contract whichCompany Entities and, in each case, is material related to the Company and the Company Subsidiaries, taken as a wholeacquisition of any equity interests of any Person; (xiiix) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of other than the Company Entities’ Organizational Documents, all joint venture or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplierpartnership agreements; and (xviixi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those all medical director agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)other similar agreements. (b) True and complete copies of Except as set forth on Schedule 3.18(b), each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither is valid and binding on the Company nor any Company Subsidiary Entity that is in breach of or default under the terms of any Material Contracta party thereto and, 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 on the other parties thereto, and is in full force and effect. Each of the Company Entities has performed in all material respects all material obligations required to be performed by it to date hereofunder each Material Contract. Except as set forth on Schedule 3.18(b), none of the Company Entities is or is alleged to be in material breach of, or material default under, nor is there any event or condition exists which constitutes, or after notice or lapse of time or both would constitute, a material breach or material default on the part of any Company Entity under, any Material Contract. Except as set forth on Schedule 3.18(b), to Company’s Knowledge, no other party to any Material Contract is or is alleged to be in breach of thereof or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to havethereunder, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, nor to the Company’s Knowledge, is there any event or condition which constitute, or after notice or lapse of each time or both would constitute, a material breach or material default on the part of any other party party, under any Material Contract. Company has made available to Buyer correct and complete copies of all Material Contracts, together with all amendments, modifications or supplements thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach.

Material Contracts. (a) Except for this Agreement, Section 4.17(a3.16(a) of Trulia Disclosure Schedule lists each of the Company Disclosure Letter contains following types of Contracts to which Trulia or any Trulia Subsidiary is a complete and correct list, party as of the date hereofof this Agreement (such Contracts, of each Contract described 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, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Trulia Contracts”): (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to Trulia or any Trulia Subsidiary that has been, or was required to be, filed with the Company SEC with Trulia’s Annual Report on Form 10-K for the year ended December 31, 2013 or any Trulia SEC Reports filed after the date of filing of such Form 10-K until the date hereof; (ii) (ii) any Contract (A) relating to the disposition or acquisition by Trulia or any Trulia Subsidiary of a material amount of assets (1) after the date of this Agreement other than those in the ordinary course of business consistent with past practice or (2) prior to the date of this Agreement, which contains any material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect or (B) pursuant to which Trulia or any Trulia Subsidiary will acquire any material ownership interest in any other person or other business enterprise other than Trulia’s Subsidiaries; (iii) 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 Trulia or any Trulia Subsidiary; (iv) any Contract containing any covenant (A) materially limiting the right of Trulia or any Trulia Subsidiary to engage in any line of business or to compete with any person in any line of business or (B) granting any most favored customer or similar provision in favor of any customer or other counterparty to Trulia or any Trulia Subsidiary applicable to the sale of Trulia Products; (v) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit of $500,000 or more, other than (A) accounts receivables and arrangements described payables and (B) loans to direct or indirect wholly-owned subsidiaries, in Item 601(b)(10)(iiieach case in the ordinary course of business consistent with past practice; (vi) any Contract providing for any guaranty by Trulia or any Trulia Subsidiary of third party obligations (under which Trulia or any Trulia Subsidiary has continuing obligations as of the date hereof) of Regulation S-K $500,000 or more, other than any guaranty by Trulia of any Trulia Subsidiary’s obligations; (vii) any Contract which relates to a joint venture, partnership, limited liability company agreement, revenue sharing or other similar Contract with third parties, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties, other than revenue sharing or other similar agreements involving annual payments of less than $500,000 entered into in the ordinary course of business consistent with past practice; (viii) any Contract with a customer of Trulia or any Trulia Subsidiary which is reasonably likely to involve annual consideration of $500,000 or more; (ix) any Trulia IP License; (x) all material Contracts with any Governmental Authority; (xi) (A) any employment, independent contractor or consulting Contract (in each case, under which Trulia or any Trulia Subsidiary has continuing obligations as of the SECdate hereof) with (1) any current or former executive officer of Trulia or any Trulia Subsidiary or member of Trulia Board, or (2) any former employee, individual consultant or individual independent contractor providing for an annual base compensation in excess of $275,000; and (B) any Contract with any executive officer, director, individual consultant or employee providing for severance, retention or change of control payments or benefits, other than ordinary course severance arrangements with non-executive employees involving payments by Trulia of less than $275,000; (xii) any Contract or plan, including any stock option plan, stock appreciation right plan or 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 (including the Mergers) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated hereby (including the Mergers); (xiii) any material lease, sublease or other Contract under which Trulia or any Trulia Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property; (xiv) any Contract which grants any person the right to use the name “Trulia”, “Market Leader”, any other trademarks owned by Trulia or any Trulia Subsidiary or any derivation thereof, excluding Contracts containing nonexclusive grants of such trademarks made in the ordinary course of business consistent with past practice; (xv) any other Contract that provides for annual payment obligations by Trulia or any of its subsidiaries of $500,000 or more in any individual case that is not terminable by Trulia or a Trulia Subsidiary upon notice of ninety (90) days or less without material liability to Trulia or Trulia Subsidiary and is not disclosed pursuant to clauses (i) through (xiv) above; and (xvi) any Contract, or group of Contracts with a person (or group of affiliated persons), the termination or breach of which would have or would be reasonably expected to have a material adverse effect on any material service offerings of Trulia or otherwise constitute a Trulia Material Adverse Effect on Trulia and is not disclosed pursuant to clauses (i) through (xv) above. (b) True Except as would not constitute a Trulia Material Adverse Effect: (i) each Material Trulia Contract is a legal, valid and binding agreement of Trulia or the applicable Trulia Subsidiary and, to the Knowledge of Trulia, the other party thereto; (ii) none of Trulia or any Trulia Subsidiary has received any claim of default under any Material Trulia Contract and none of Trulia or any Trulia Subsidiary is in breach or violation of, or default under, any Material Trulia Contract; (iii) to Trulia’s Knowledge, no other party is in breach or violation of, or default under, any Material Trulia Contract; and (iv) neither the execution of this Agreement nor the consummation of any transactions contemplated hereby shall constitute a default, give rise to cancellation rights, or otherwise adversely affect any of Trulia’s material rights under any Material Trulia Contract. (c) Trulia has made available to Zillow true and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Trulia Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to including any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party amendments thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach.

Material Contracts. (a) Except for this Agreement and the Reassignment Agreement, Section 4.17(a) 3.14 of the Company DouYu Disclosure Letter contains Schedule sets forth a true and complete and correct list, as list of all of the date hereof, following types of each Contract described Contracts that currently remain in this Section 4.17(aeffect (x) under to which the Company DouYu or any Company Subsidiary has of its Subsidiaries is a party or which binds or affects their respective properties or assets, and (y) have not been filed with or furnished to the SEC as an exhibit to the DouYu SEC Reports: (i) any current Contract that would be required to be filed or future rightsfurnished by DouYu pursuant to Item 19 and paragraph 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract granting a right of first refusal, responsibilitiesfirst offer or first negotiation; (iii) any Contract relating to (A) the formation, obligations creation, operation, management or liabilities control of a partnership, joint venture, limited liability company or similar arrangement, (B) strategic cooperation or partnership arrangements, or (C) other similar agreements outside the ordinary course of business involving a sharing of profits, losses, costs or liabilities, in each case, whether contingent or otherwise) or to which the Company more than RMB20,000,000, by DouYu or any Company Subsidiary is a party of its Subsidiaries; (iv) any Contract for the acquisition, sale or to which any lease (including leases in connection with financing transactions) of their respective material properties or assets is subjectof DouYu (by merger, purchase or sale of assets or stock or otherwise); (v) any Contract with any Governmental Entity; (vi) any Contract granting or evidencing a Lien on any material properties or assets of DouYu or any of its Subsidiaries, other than a Permitted Lien; (vii) any Contract involving the capital expenditure by DouYu or its Subsidiaries, or relating to indebtedness for borrowed money or any financial guaranty, in each case, more than RMB20,000,000; (viii) any Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to (other than travel and entertainment allowances to the employees of the Company Benefit Plans and any of its Subsidiaries extended in the ordinary course of business), or investment in, any Person, in each case, more than RMB20,000,000, other than a wholly-owned Subsidiary of DouYu or any Contract relating to the making of any such loan, advance or investment that is material to the financial status of DouYu; (all ix) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of DouYu or any of its Subsidiaries to compete in any geographic area, industry or line of business; (x) any Contract that contains a put, call or similar right pursuant to which DouYu or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests or assets of any Person that have a fair market value or purchase price of more than RMB20,000,000; (xi) any Contracts involving any resolution or settlement of any actual or threatened material litigation, arbitration, claim or other dispute, more than RMB5,000,000; (xii) any Contract (other than Contracts granting DouYu RSU Awards) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the transactions contemplated by this Agreement, including the Merger; (xiii) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of DouYu or any of its Subsidiaries, (B) pledging of share capital of DouYu or any of its Subsidiaries or (C) issuance of guaranty by DouYu or any of its Subsidiaries; (xiv) any material DouYu IP Agreements with an aggregate contract value exceeding RMB20,000,000; (xv) Contracts with top twenty streamers and top twenty talent agencies, in each case, in terms of contract value; or (xvi) any other Contract, a breach or termination of which could reasonably be expected to have a DouYu Material Adverse Effect. Each Contract of the type described in this Section 4.17(a3.14(a), whether together with any Contract that has been filed or not set forth on Section 4.17 furnished by DouYu pursuant to Item 19 and paragraph 4 of the Company Disclosure LetterInstructions to Exhibits of Form 20-F under the Exchange Act, being is referred to herein as “Material Contracts”): (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True DouYu Material Contract”. A true and complete copies copy of each DouYu Material Contract in effect as of the date hereof have has been made available to Parent Huya (including, where applicable, pursuant to agreed-upon procedures to protect competitively sensitive information) or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any SEC. (b) Each DouYu Material Contract is in breach of or default under constitutes the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had valid and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, legally binding and enforceable obligation of the Company DouYu or the Company Subsidiary which is party thereto andits applicable Subsidiary, to the Company’s Knowledge, of each other party thereto, enforceable in accordance with its terms and is in full force and effect, subject to Bankruptcy and Equity Exception. There is no material breach or default under any DouYu Material Contract either by DouYu or, to DouYu’s knowledge, by any other party thereto, and no event has occurred that with the Enforceability Limitations and lapse of time or the giving of notice or both would constitute a default thereunder by DouYu or, to DouYu’s knowledge, any expiration thereof in accordance other party. No party to any such DouYu Material Contract has given notice to DouYu of or made a claim against DouYu with its terms existing as of the date hereof and without respect to any material breachbreach or default thereunder.

Material Contracts. (a) Except for this Agreement, Section 4.17(aEach Contract (including any Transferred Contract or Shared Contract) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract described in this Section 4.17(a) under by which the Acquired Company or any of its properties or assets is bound, or by which any of the Transferred Assets are bound, and that is of a type described below (excluding, for the avoidance of doubt, any Benefit Plan) are “Material Contracts:” (i) all Contracts that individually involve (or could reasonably be expected to involve) expenditures, issued purchase orders, or the payment or receipt of consideration by the Acquired Company Subsidiary has in excess of $10,000,000 in the calendar year ended December 31, 2025, other than any current “Standard Choice Offer” contracts; (ii) all Contracts between Seller and any of its Affiliates (other than the Acquired Company), on the one hand, and the Acquired Company, on the other hand, that will not be terminated prior to Closing that individually involve (or future rightscould reasonably be expected to involve) expenditures (whether by or to the Acquired Company) in excess of $1,000,000 in any year; (iii) all collective bargaining agreements or other Contracts with any labor union, responsibilitiesemployees’ association or other employee representative of a group of employees of the Acquired Company, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Acquired Company is party or is otherwise subject; (iv) all Contracts evidencing Indebtedness of the Acquired Company or any guarantee thereof, in each case in excess of $5,000,000 in any year; (v) all Contracts providing for the extension of credit by the Acquired Company Subsidiary is a party or to which in excess of $5,000,000 in any of their respective properties or assets is subjectyear, other than any Company Benefit Plans the extension of credit to vendors in the Ordinary Course of Business; (vi) all Contracts restricting the right of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Acquired Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each Contract (other than Company Leases) 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 Effective Time) to compete with any Person or engage in any line of business or geographic region area or with during any Person or sell, supply or distribute any product or service or that otherwise has the effect period of restricting in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxestime; (vii) all partnership, joint venture, and joint ownership agreements, and all similar material agreements (however named) involving a sharing of assets, profits, losses, costs, or Liabilities; (viii) all settlement, conciliation or similar agreements with any Governmental Entity (for the avoidance of doubt, not including Orders under regulatory filings) relating to the business or assets of the Acquired Company that will involve payment after the Closing Date of any amount or impose ongoing restrictions on the business or assets of the Acquired Company; (ix) all settlement, conciliation or similar agreements with any Person, other than a Governmental Entity, relating to the business or assets of the Acquired Company that will involve payment in excess of $5,000,000 after the Closing Date or impose ongoing restrictions or obligations on the business or assets of the Acquired Company; (x) all Contracts that contain rights of refusal, rights of first offer, or any similar rights by any Person other than the Acquired Company; (xi) all futures contracts, option contracts or other agreements evidencing a derivative transaction or otherwise relating to the supply or price of natural gas that has a term longer than ninety (90) days and a notional value greater than $2,000,000; and (xii) any commitment or arrangement to enter into any of the foregoing. (b) Seller has made available to Buyer copies of each Material Contract as in effect as of the date hereof, together with all material amendments and waivers thereto, which are correct and complete in all material respects, except as has not beenset forth on Schedule 4.7(b)(i). Except as set forth on Schedule 4.7(b)(ii): (i) each Material Contract is a valid and binding obligation of the Acquired Company, enforceable against it in accordance with its terms, and, to Seller’s Knowledge, is a valid and binding obligation of each other party thereto, enforceable against it in accordance with its terms, in each case except as the same may be limited by Remedy Exceptions; and (ii) neither the Acquired Company, nor, to Seller’s Knowledge, any other party thereto, is (or, upon the passage of time or the giving of notice, or both, would be) in default under or breach of any Material Contract in each case, except for breaches, or defaults as would not reasonably be expected to bematerial, individually or in the aggregate, material to the Company and the Company SubsidiariesAcquired Company, taken as a wholeits business, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025assets, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in properties. Neither the twelve (12) month period following Acquired Company nor the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 Seller or any of its affiliates (including Parent or any Affiliates has received written notice from a counterparty to a Material Contract of an intention to terminate such Material Contract prior to the expiration of its affiliates after current term, breach the Effective Time) to ownterms of such Material Contract, operateor materially amend or modify the terms of such Material Contract, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, except in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right for notice received with respect to Intellectual Property any Material Contract that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted that is terminated due to the Company expiration of the term of such Contract in accordance with its terms (including Material Contracts which automatically renew and a party thereto provided notice of its intent not to renew) or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 the renewal terms of which are being or may be negotiated in the Company Disclosure Letter and in which the grants Ordinary Course of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)Business. (bc) True and complete copies of each Each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breachset forth on Schedule 4.7(c).

Material Contracts. (a) Except for this Agreement, Section 4.17(a) Schedule 5.16 sets forth all of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract described 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 following Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which any of their respective properties or assets it is subjectbound (collectively, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each Contract (other than Company Leases) that limits in Contracts with any material respect the freedom Seller or any current or former officer, director, stockholder or Affiliate of the Company, any Company Subsidiary or any of their respective affiliates its Subsidiaries; (including Parent and ii) Contracts with any labor union or association representing any employee of the Company or any of its affiliates after Subsidiaries; (iii) Contracts pursuant to which any party is required to purchase or sell a stated portion of its requirements or output from or to another party; (iv) Contracts for the Effective Timesale of any of the assets of the Company or any of its Subsidiaries other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (v) Contracts for joint ventures, strategic alliances or partnerships; (vi) Contracts containing covenants of the Company or any of its Subsidiaries not 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 in any material respect the Company, geographical area or covenants of any other Person not to compete with the Company or any of its Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic line of business or in any geographical area; (iivii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among Contracts relating to the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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 its Subsidiaries of $1,000,000any operating business or the capital stock of any other Person; (ivviii) each Contract that provides for Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of its assets; (ix) Contracts under which the Company or any Company Subsidiary of its Subsidiaries has made advances or loans to obtain any other Person; (x) Contracts providing for severance, retention, change in control or other similar payments; (xi) Contracts for the employment of any individual on a servicefull-time, license, product, product line, operations part-time or line consulting or other basis; (xii) Contracts for the provision of business from any Person (including any of the Material Suppliers) that involves annual payments goods or services involving consideration in excess of $2,000,000, 50,000 annually or that contains any minimum purchase commitments $100,000 in excess the aggregate over the term of $2,000,000 annually; (v) each the Contract that gives any Person the right to acquire any assets of and not terminable by the Company or any Company the applicable Subsidiary upon thirty (excluding ordinary course commitments to purchase goods 30) days’ notice or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a wholeless; (xiii) each Contract evidencing outstanding agreements of guaranty, surety or relating to outstanding Indebtedness (indemnification, direct or commitments in respect thereof) of indirect, by the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company its Subsidiaries; (xiv) each Contract pursuant to Contracts (or group of related contracts) which involve the Company expenditure of more than $50,000 annually or $100,000 in the aggregate or require performance by any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to party more than one (1) year from the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunderdate hereof; (xv) each Contract between the Company or Contracts involving any Company Subsidiary, royalty payments 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 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 or family member;Intellectual Property; and (xvi) each Contract with a Material Supplier; and (xvii) any Contract not Contracts that are otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)its Subsidiaries. (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach.

Material Contracts. (a) Except for this Agreement, Section 4.17(a3.10(a) of the Company Seller Disclosure Letter contains a complete and correct listsets forth, as of the date hereofExecution Date, a list of each Contract described 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, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material following Transferred Contracts”):: (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areaReal Property Lease; (ii) each Transferred Contract with any Federal Government Customer that generated recurring revenue in excess of $5,000,000 in the year ended December 31, 2019 (the “Material Government Contracts”); (iii) (A) each outstanding Government Bid existing as of the Execution Date, that, if accepted, would lead to a Government Contract that Seller reasonably expects to generate more than $5,000,000 in revenue to the Business in the year ended December 31, 2020 or (B) each outstanding task order Government Bid under a Government Contract that Seller reasonably expects to generate more than $5,000,000 in revenue to the Business in the year ended December 31, 2020 (the Government Bids described in clauses (A) and (B), together, the “Material Government Bids”); (iv) each Transferred Contract pursuant to which any license or access rights (including on a service basis) material to the Business is granted by Seller to a third party with respect to Transferred Intellectual Property (other than non-exclusive license agreements entered into with contractors, customers or clients); (v) each Transferred Contract concerning the establishment or operation of a partnership, strategic alliance, joint venture, collaboration limited liability company or similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, joint venture or limited liability company agreement material to the Business; (vi) each Transferred Contract that limits or purports to limit the freedom of Seller (or, after the Closing, Buyer or its Subsidiaries) to compete in any line of business with any Person or engage in any line of business within any geographic area, or otherwise materially restricts Seller’s (or, after the Closing, Buyer or its Subsidiaries’) ability to solicit or hire any Person or solicit business from any Person; (vii) each Transferred Contract for the employment of any Business Employee pursuant to which such Business Employee earned in excess of $200,000 in the year ended December 31, 2019, or for the engagement of any individual independent contractor providing services to the Business pursuant to which such contractor earned in excess of $200,000 in the year ended December 31, 2019 (excluding, for the avoidance of doubt, any Contract with a Person that is not an individual that provides for services of leased labor); (viii) any Transferred Contract between Seller, on the one hand, and any Related Party of Seller, on the other hand, that will not be discharged at or prior to the Closing; (ix) any Transferred Contract for the disposition of any material assets of Seller (other than sales of inventory or services in the Ordinary Course of Business); (x) any Transferred Contract (other than Government Contracts) pursuant to which Seller has been granted by a third Person any license to any Intellectual Property Rights or pursuant to which a third Person has made available (including on a service basis) any Intellectual Property Rights to Seller (other than any Contract for COTS Software), in each case, where such agreement solely between or among Transferred Contract is material to the Company and its wholly owned Subsidiaries) or similar ContractBusiness; (iiixi) each acquisition any Transferred Contract (other than trade debt incurred in the Ordinary Course of Business) under which Seller has, directly or divestiture Contract that contains representationsindirectly, covenantsmade any advance, indemnities loan, extension of credit or capital contribution to, 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 investment in, any Company Subsidiary of future payments Person in excess of $1,000,000; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vixii) any settlement Transferred Contract involving a research or development collaboration or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a wholearrangement; (xiii) each any Transferred Contract evidencing or relating to outstanding Indebtedness (or commitments granting any third party a security interest in respect thereof) any of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company SubsidiariesSeller’s assets; (xiv) each Transferred Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries creating Indebtedness for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunderBorrowed Money; (xv) each Transferred Contract between entered into at any time within the Company or any Company Subsidiary, on three (3) year period prior to 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 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 Execution Date pursuant to which the Company Seller acquired another operating business or any Company Subsidiary has other Contract with an obligation to indemnify such officerearnout, director, affiliate, beneficial owner deferred payment or family memberother contingent payment obligation; (xvi) each Transferred Contract with obligating Seller to purchase or otherwise obtain any product or service exclusively from a Material Suppliersingle party or granting any third party the exclusive right to develop, market, sell or distribute any products or services Related to the Business; and (xvii) each Transferred Contract containing a “most favored nation” or any right-of-first refusal or right-of-first-offer or similar provision in favor of any customer or other counterparty of Seller or a limitation on Seller’s ability to increase prices. The Transferred Contracts that are, or are required to be, listed in Section 3.10(a) of the Seller Disclosure Letter, and each Transferred Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute have been listed on Section 3.10(a) of the Seller Disclosure Letter as of the Closing Date, are each a “material contractMaterial Contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of and are, collectively, the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)“Material Contracts”. (b) True and complete copies of each Material Contract in effect as Each of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary Material Contracts is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto on Seller, and, to the CompanySeller’s Knowledge, of each other party thereto, and is in full force and effect. Seller is not, subject and, to Seller’s Knowledge, no other party to any Material Contract is, in any material respect, in violation of, or in default under, any such Material Contract. No event has occurred that, with the Enforceability Limitations and lapse of time or the giving of notice or both, would constitute a material default thereunder by Seller, or, to Seller’s Knowledge, any expiration thereof in accordance with its terms existing other party to a Material Contract. (c) Except as set forth on Section 3.10(c) of the Seller Disclosure Letter, as of the date hereof and without Execution Date, Seller has not received from any counterparties to any Material Contract: (i) any written notice or, to Seller’s Knowledge, any other notice of any material breachbreach or default or any notice that any such party intends to terminate, cancel or not renew any Material Contract; (ii) any written claim, or to Seller’s Knowledge, any other claim for material damages or indemnification with respect to the products sold or performance of services pursuant to any Material Contract; or (iii) any notice that such party intends to substantially alter in a manner materially adverse to Seller (including as a result of any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) any such Material Contract. Seller has provided true, correct and complete copies of each Material Contract to Buyer.

Material Contracts. (a) Except for For all purposes of and under this Agreement, Section 4.17(a) a “Material Contract” of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract described in this Section 4.17(a) under or its Subsidiaries shall mean (all such Material Contracts 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 of its Subsidiaries is a party or to by which any of them or any of their respective properties properties, rights or assets is subjectare bound, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each any Contract (other than Company Leases) that limits in any material respect the freedom of listed or required to be listed as an exhibit to the Company’s annual report on Form 20-F for the year ending December 31, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area2016; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities requires payments from 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration its Subsidiaries of more than $1,000,000; 500,000 during the past twelve (vi12) any settlement month period or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in during the twelve (12) month period following the date hereof, other than Contracts solely between hereof and is not cancelable by the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiariesits Subsidiaries without any financial or other penalty upon notice of ninety (90) days or less; (ixiii) any Contract that obligates relates to the Company formation, creation, operation, management or control of any legal partnership or any Company Subsidiary to make joint venture entity (whether a corporation, limited liability company or any capital investment other entity type) or capital expenditure outside the ordinary course of business and in excess of $1,000,000 per annumsimilar arrangement; (xiv) except where the exercise of any such right or imposition of such limitation has not been, and would not reasonably be expected to be, individually or in the aggregate, material to Contract (other than any Contract whose only parties are the Company and the Company and/or its Subsidiaries, taken as a whole, each Contract that grants any right of first refusal ) relating to Indebtedness for borrowed money owing or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to guaranteed by the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each other than any Contract evidencing or relating to Indebtedness with an outstanding Indebtedness (or commitments in respect thereof) principal amount of the Company or any Company Subsidiary less than $250,000 (whether incurred, assumed, guaranteed or secured by any asset); (v) in an amount any Contract under which the Company or its Subsidiaries has made any advance, loan, extension of credit or capital commitment to, or other investment in, any Person in excess of $1,000,000 250,000 (other than Contracts solely between the Company or its Subsidiaries and a wholly owned Company Subsidiary or between wholly owned Company Subsidiariesexcept for any extensions of trade credits in the ordinary course of business consistent with past practice); (xivvi) each any Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with (A) that contains a license in respect to of Intellectual Property that Rights where such license is material to the businesses business of the Company and the Company Subsidiariesor its Subsidiaries (except for (1) licenses of commercially available, taken as a wholeoff-the-shelf, click-wrap or agrees to limit its use or exploitation of any material Company IP in any material respectshrink-wrap software, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A2) non-exclusive licenses granted of Intellectual Property Rights incidental to the sale or purchase of products or services in the ordinary course of business consistent with past practice) or (B) for the development (by itself or through a third party) of any Intellectual Property Rights material to the current products of the Company or the manufacturing thereof; (vii) any Contract to which the Company is a party that contains any continuing covenant by, or restriction on, the Company or any of its Subsidiaries to not compete or engage in any line of business or to not engage in its business in any geographic location, in each case other than such Contracts that may be canceled without liability to the Company or Company any of its Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunderwithout notice; (xvviii) each any Contract between providing for (x) Government Grants from the Company OCS or any Company Subsidiaryother Israeli Governmental Authority, on which Government Grant is extended to support the one handCompany’s research and development operations (i.e., 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 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 ActKitvei Ishur), on the or (y) material Government Grants from any 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 or family memberGovernmental Authority; (xvi) each Contract with a Material Supplier; and (xviiix) any Contract not otherwise described in with any other subsection of this Section 4.17(a) that would constitute a “material contract” directors, executive officers (as such term is defined in the Exchange Act) or five-percent stockholders of the Company or any of its Affiliates or immediate family members; (x) any Contract providing for material “earn-outs” or other material contingent payments by the Company or any of its Subsidiaries other than those with respect to which there are no further obligations under such provisions; (xi) any Contract entered into after January 1, 2015, or has not yet been consummated, and involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of a business (or assets comprising all or part of a business) or capital stock or other equity interest of another Person; (xii) any Contract involving a grant to any Person of any right of first offer or right of first refusal to purchase, lease, sublease, use, possess or occupy any material assets, rights or properties of the Company; and (xiii) any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K of under the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)Securities Act. (b) True and complete copies Section 3.10(b) of each the Company Disclosure Letter contains a list of all Material Contracts (other than any Material Contract in effect contemplated by clause (i) of the definition thereof) as of the date hereof have of this Agreement, and a true, accurate and complete copy of each such Material Contract has been made available provided to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. this Agreement. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract is a valid, valid and binding on the Company and enforceable obligation of against the Company and its Subsidiaries party thereto, in accordance with its terms, except that such enforceability (x) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (y) is subject to general principles of equity, (ii) neither the Company Subsidiary which is party thereto andnor any of its Subsidiaries nor, to the Knowledge of the Company’s Knowledge, of each any other party thereto, and is in full force breach of, or default under any such Material Contract and effect(iii) the Company has not received written notice of any actual or potential violation of, subject or failure to the Enforceability Limitations and comply with, any expiration thereof in accordance with its terms existing as term of the date hereof and without any material breachMaterial Contract.

Material Contracts. (a) Except for this Agreement, as disclosed in Section 4.17(a) 2.9 of the Company Seller Disclosure Letter contains a complete and correct listLetter, as of the date hereofof this Agreement, neither Target nor any of each Contract described 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 its Subsidiaries is a party to or to which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):bound by: (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries); (xivii) each Contract pursuant any joint venture, partnership, limited liability company or other similar agreements or arrangements; (iii) any agreement or series of related agreements, including any option agreement, relating to which the Company acquisition or disposition of any business, capital stock or material assets of any other Person or any Company Subsidiary grants material real property (whether by merger, sale of stock, sale of assets or receives otherwise); (iv) any licenseagreement that (A) limits the freedom of Target or any of its Subsidiaries to compete in any line of business or with any Person or in any area or that would so limit the freedom of Buyer or its Subsidiaries after the Closing or (B) contains exclusivity obligations or restrictions binding on Target or any of its Subsidiaries or that would be binding on Buyer or any of its Subsidiaries after the Closing; (v) agreements with any of the top ten (10) suppliers of materials, optionsupplies, waivergoods, covenant not services, equipment or other assets for Target and its Subsidiaries taken as a whole as determined as of the date hereof based on aggregate purchases made during the twelve-month period ending on Target Balance Sheet Date (other than any work orders or purchase orders that are governed by any of such agreements); (vi) agreements with any of the top ten (10) customers of Target and its Subsidiaries taken as a whole as determined as of the date hereof based on aggregate purchases made during the twelve-month period ending on Target Balance Sheet Date (other than any work orders or purchase orders that are governed by any of such agreements); (vii) any agreement relating to assert any interest rate, derivatives or hedging transaction; (viii) any agreement under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of Target or any of its Subsidiaries or (B) Target or any of its Subsidiaries has directly or indirectly guaranteed any liabilities or obligations of any other Person (in each case other than endorsements for the purpose of collection in the ordinary course of business); (ix) any agreement that includes a take-or-pay, guaranteed minimum purchase or supply or similar right term; (x) any engineering, production and construction agreement or similar agreement related to any downstream solar projects with respect to Intellectual Property generation capacity of five (5) megawatts or more; or (xi) any other agreement, commitment, arrangement or plan that is (A) not made in the ordinary course of business and (B) material to the businesses of the Company Target and the Company its Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract Each agreement, commitment, arrangement or plan disclosed in effect as of the date hereof have been made available Seller Disclosure Letter or required to Parent be disclosed therein pursuant to this Section 2.9, Section 2.10(c), Section 2.11(b), Section 2.13(b), Section 2.17 or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Section 2.20(a) (each, a “Target Material Contract, except as has not had ”) is a valid and would not reasonably be expected to have, individually binding agreement of Target or in the aggregate, a Company Material Adverse Effect. To the Company’s KnowledgeSubsidiary of Target, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party theretocase may be, and is in full force and effect, subject and none of Target, any Subsidiary of Target or, to the Enforceability Limitations and Knowledge of Seller, any expiration thereof other party thereto is in accordance with its terms existing as of the date hereof and without default or breach in any material breachrespect under (or is alleged to be in default or breach in any material respect under) the terms of, or has provided or received any notice of any intention to terminate, any such Target Material Contract, and, to the Knowledge of Seller, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder or result in a termination thereof or would cause or permit the acceleration of or other changes of or to any right or obligation or the loss of any benefit thereunder.

Material Contracts. (a) Except for this Agreement, Subsections (i) through (xvi) of Section 4.17(a3.18(a) of the Company Disclosure Letter contains a Schedule set forth an accurate and complete and correct list, as list of all of the date hereoffollowing types of Contracts (x) to which any Group Company is a party, of excluding in each Contract described in this Section 4.17(a) case, Contracts under which such Group Company has no outstanding rights or obligations and (y) have not been filed with or furnished to the SEC as an exhibit to the Company’s filings with the SEC (such Contracts as are required to be set forth in Section 3.18(a) of the Company Disclosure Schedule being the “Material Contracts”), and, other than this Agreement, none of 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 of its Subsidiaries is a party to or to which bound by any of their respective properties or assets is subject, other than any Company Benefit Plans (all Material Contracts of the type described not listed in this Section 4.17(a), whether or not set forth on Section 4.17 3.18(a) of the Company Disclosure Letter, being referred to herein as “Material Contracts”):Schedule: (i) each any Contract (other than that would be required to be filed by the Company Leases) that limits in any material respect the freedom pursuant to Item 4 of the Company, any Company Subsidiary or any Instructions to Exhibits of their respective affiliates (including Parent and its affiliates after Form 20-F under the Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areaExchange Act; (ii) any material Contract relating to (A) the formation, creation, operation, management or control of a partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contractarrangement with the Group Company making investment in the amount of more than US$50,000,000, (B) strategic cooperation or partnership arrangements, or (C) other similar agreements outside the ordinary course of business involving a sharing of profits, losses, costs or liabilities by any Group Company that is material to the business of the Company; (iii) each acquisition or divestiture any Contract that contains representations, covenants, indemnities or involving a loan (other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result than accounts receivable from trade debtors in the receipt ordinary course of business) or making by advance to (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person other than a Group Company or any Company Subsidiary Contract relating to the making of future payments in excess any such loan, advance or investment that is material to the financial status of $1,000,000the Company; (iv) each any Contract that provides for involving Indebtedness of the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration its Subsidiaries in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annuallyUS$50,000,000; (v) each any Contract that gives granting or evidencing a Lien on any Person the right to acquire any material properties or assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase goods or products) after the date hereof with consideration of more its Subsidiaries, other than $1,000,000a Permitted Encumbrances; (vi) any settlement Contract for the acquisition, disposition, sale, transfer or similar Contract lease (including leases in connection with a Governmental Entity, other than those relating to Taxes; (viifinancing transactions) except as has not been, and would not reasonably be expected to be, individually of properties or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct assets of the Company or any Company Subsidiary of its Subsidiaries that have a fair market value or any purchase price of their respective affiliates more than US$50,000,000 (including Parent and its affiliates after the Effective Time); (viiiby merger, purchase or sale of assets or stock or otherwise) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) or pursuant to which the Company or any of its Subsidiaries have continuing, indemnification, guarantee, “earn-out” or other contingent payment obligations; (vii) any Contracts involving any resolution or settlement of any actual or threatened material litigation, arbitration, claim or other dispute; (viii) any Contract for the employment of any officer, individual employee or other person by the Company Subsidiary has paid or received any of its Subsidiaries on a full-time or consulting basis or any severance agreements calling for payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company SubsidiariesUS$10,000,000 annually; (ix) any non-competition Contract or other Contract that obligates purports to limit, curtail or restrict in any material respect the ability of the Company or any Company Subsidiary of its Subsidiaries to make compete in any capital investment geographic area, industry or capital expenditure outside the ordinary course line of business and in excess that is material to the business of $1,000,000 per annumthe Company; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights a put, call or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than US$50,000,000; (xi) any Contract (other than Contracts granting Company Subsidiary grants Options or receives Company RSUs) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any payment in excess of US$50,000,000 to be made by the Company or any of its Subsidiaries or (B) the value of the outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of US$50,000,000; (xii) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of the Company or any of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guarantee by the Company or any of its Subsidiaries; (xiii) any material Contract providing for (A) a license, option, waiver, covenant not to assert s▇▇ or similar other right with respect to granted by any Third Party under any Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized termsany of its Subsidiaries, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 a license, covenant not to s▇▇ or other right granted by the Company or any of its Subsidiaries to any Third Party under any Intellectual Property, other than agreements for off-the-shelf Software, (C) an indemnity of any person by the Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or violation of any Intellectual Property right, or (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any person by reason of the ownership, use, sale or disposition of Intellectual Property; (xiv) any material Contract outside the ordinary course of business of the Company Disclosure Letter or not on arm’s length terms between the Company or any of its Subsidiaries, on one hand, and any Affiliate or other entity in which any Group Company has a direct or indirect equity interest, or director, or executive officer, or any person beneficially owning ten percent (10%) or more of the grants outstanding Equity Securities of rights to use Intellectual Property are incidental to performance thereunderany Group Company or any of their respective Affiliates (other than the Group Companies), or immediate family members or any of the respective Affiliates of such family members, on the other hand; (xv) each any Contract between the Company or any Company Subsidiary, on the one hand, which have not been covered by subsections (i) through (xiv) 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, involves consideration of more than five percent (5%) US$50,000,000, in the aggregate, over the remaining term 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 or family member;Contract; or (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not which could reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any . (i) Each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in breach full force and effect and enforceable against the such Group Company in accordance with its terms, subject to the Bankruptcy and Equity Exception; (ii) to the knowledge of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCompany, each Material Contract is a validlegal, valid and binding and enforceable obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception, (iii) no Group Company and, to the knowledge of the Company, no counterparty, is or is alleged to be in material breach or violation of, or default under, any Material Contract; (iv) to the knowledge of the Company, no person intends to terminate or cancel any Material Contract; (v) no Group Company Subsidiary which is party thereto has received any written claim of default under any such Material Contract and, to the Company’s Knowledgeknowledge, no fact or event exists that would give rise to any claim of each other party theretodefault under any Material Contract; and (vi) neither the execution of this Agreement nor the consummation of any Transaction shall constitute a material default under, and is in full force and effectgive rise to cancellation rights under, subject to the Enforceability Limitations and or otherwise adversely affect any expiration thereof in accordance with its terms existing as of the date hereof material rights of any Group Company under any Material Contract. The Company has furnished or made available to Parent true and without complete copies of all Material Contracts, including any material breachamendments thereto.

Material Contracts. (a) Except for this Agreement, Section 4.17(a) of the Company The Disclosure Letter contains sets forth a complete and correct list, list as of the date hereofhereof of all (i) Contracts for borrowed money or guarantees thereof, other than Contracts entered into in the ordinary course of business consistent with the past practice of the Company involving less than $2,000,000 individually or $10,000,000 in the aggregate or Contracts between the Company and any of its wholly owned Subsidiaries or between any of the Company's wholly owned Subsidiaries, (ii) Contracts involving any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), or any combination of these transactions (each Contract described a "Derivative" and collectively, "Derivatives"), other than Derivatives entered into in this Section 4.17(athe ordinary course of business consistent with the past practice of the Company and with the Company's policies regarding Derivatives as previously disclosed to Purchaser, (iii) under which Contracts containing covenants by the Company or any Subsidiary restricting its ability or the ability of any of the affiliates of the Company Subsidiary has or any current of its Subsidiaries to engage in any line of business, (iv) Contracts to purchase materials, supplies or future rightsother assets, responsibilitiesother than purchase orders entered into in the ordinary course of business consistent with the past practice of the Company and other Contracts involving obligations of less than $2,000,000 individually and $10,000,000 in the aggregate, obligations (v) Contracts to purchase or liabilities acquire advertising or other product promotion or brand support other than spot orders purchased in the ordinary course of business or involving commitments by the Company of less than $1,000,000, (vi) Contracts with distributors, brokers or sales agents for the distribution of the products of the Company in any of the Key Jurisdictions identified as Category A Key Jurisdictions in the Disclosure Letter or in which the Company acts as distributor, broker or sales agent for others in any Key Jurisdiction, other than Contracts involving or likely to involve payments of less than $200,000 per year, (vii) Contracts entered into by the Company since January 1, 1986 and in which the Company's surviving liability (including indemnities) could reasonably be expected to exceed $1,000,000 and involving the sale or other disposition by the Company of one or more business units, divisions or entities (including former Subsidiaries), (viii) Contracts involving the investment, including by way of capital contribution, loan or advance, by the Company or any of its Subsidiaries of more than $1,000,000 in any other person, firm or entity (other than wholly-owned Subsidiaries), other than investments no longer owned by the Company or its Subsidiaries, (ix) other Contracts under which the obligation of the Company and its Subsidiaries is $1,000,000 or more, and (x) promotion Contracts in the United States with the Company's ten largest customers having a term of longer than three (3) months (all Contracts described in each caseof the categories (i) through (x) above, whether contingent or otherwise) or "Material Contracts"). For the purposes of this Agreement, "Key Jurisdiction" shall mean each of the countries identified as such in the Disclosure Letter. "Category A Key Jurisdiction" shall mean each of the countries identified as such in the Disclosure Letter. All Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which any of their respective properties assets are bound are valid and binding, in full force and effect and enforceable against the parties thereto in accordance with their respective terms, except where the failure to be so valid and binding, in full force and effect or assets enforceable would not individually or in the aggregate have a Material Adverse Effect. There is subject, other than not under any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each Contract (other than Company Leases) that limits in any material respect the freedom of the Companysuch Contract, any Company Subsidiary existing default, or any event, which after notice or lapse of their respective affiliates (including Parent and its affiliates after the Effective Time) to compete time, or engage in any line of business or geographic region or with any Person or sellboth, supply or distribute any product or service or that otherwise has the effect of restricting in any material respect the Companywould constitute a default, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000its Subsidiaries, or that contains to the Company's knowledge, any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entityother party, other than those relating to Taxes; (vii) except as has not been, and would not reasonably be expected to beany such defaults or events which, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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 have a whole, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breach.

Material Contracts. (a) Except for this Agreement, Section 4.17(a) 4.19 of the Company Disclosure Letter Schedule contains a complete and correct list, as list of each of the date hereof, of each Contract described 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, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):following contracts: (i) each Contract (other than Company Leases) 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 Effective Time) Contracts required 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 in any material respect the Company, be filed by the Company Subsidiaries or affiliates (including Parent and its affiliates after with the Effective Time) from SEC pursuant to Item 601 of Regulation S-K under the development, marketing or distribution of products and services, in each case, in any geographic area1933 Act; (ii) each Contract between the Company or any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than of its Subsidiaries and any such agreement solely between or among of the 20 largest customers of the Company and its wholly owned Subsidiaries) or similar ContractSubsidiaries by monthly recurring revenue for the quarter ended June 30, 2009; (iii) except for the Contracts disclosed in clauses (i) and (ii) above and any other customer Contract, each acquisition or divestiture Contract that contains representationsinvolves performance of services or delivery of goods, covenantsmaterials, indemnities supplies or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making equipment by the Company or any of its Subsidiaries, or the payment therefor, by the Company Subsidiary or any of future its Subsidiaries providing for either (A) annual payments in excess of $1,000,0001,000,000 or more or (B) aggregate payments of $2,000,000 or more; (iv) each Contract that provides for the Company or Lease relating to any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annuallydata center; (v) each Contract that gives any Person the right to acquire any assets of the Company partnership, joint venture or any Company Subsidiary (excluding ordinary course commitments to purchase goods other similar agreement or products) after the date hereof with consideration of more than $1,000,000arrangement; (vi) any settlement or similar each Contract with a Governmental Entity, other than those relating to Taxesthe acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vii) except as has not been, and would not reasonably be expected each Contract relating to be, individually Indebtedness or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, any settlement deferred purchase price of property of or similar Contract restricting in any respect the operations or conduct of by the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates Subsidiaries (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each either case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 entered into other than Contracts solely between in the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiariesordinary course of business consistent with past practice; (xivviii) each Contract pursuant to which the Company or any Company Subsidiary grants of its Subsidiaries is a party creating or receives any licensegranting a Lien (including Liens upon properties acquired under conditional sales, option, waiver, covenant not to assert capital leases or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, other title retention or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangementsecurity devices), other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunderPermitted Liens; (xvix) each Contract between under which the Company or any Company Subsidiaryof its Subsidiaries has, on the one handdirectly or indirectly, and made any officerloan, director capital contribution to, or affiliate other investment in, any Person (other than a wholly owned the Company Subsidiaryor any of its Subsidiaries and other than extensions of credit or loans in the ordinary course of business consistent with past practice); (x) any agency, dealer, sales representative, marketing or other similar agreement involving the payment or receipt of annual payments in excess of $500,000; (xi) each Contract that contains any exclusivity provisions restricting the Company or any of its Affiliates or that limits the freedom of the Company or any Company Subsidiary, of its Affiliates to compete in any beneficial owner, directly line of business or indirectly, with any Person or in any area or which would so limit the freedom of more than five percent (5%) 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 or family memberof its Affiliates after the Closing Date; (xvixii) each Contract providing for indemnification of any Person with respect to material liabilities relating to any current or former business of the Company, any of its Subsidiaries or any predecessor Person other than indemnification obligations of the Company or any of its Subsidiaries pursuant to the provisions of a Contract entered into by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practices and that could not reasonably be expected to have a Material SupplierAdverse Effect on the Company; and (xviixiii) any Contract other agreement, commitment, arrangement or plan not otherwise described made in any other subsection the ordinary course of this Section 4.17(a) that would constitute a “material contract” (as such term is defined business involving the payment or receipt of annual payments in Item 601(b)(10) excess of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)$1,000,000. (b) True and complete copies of each Material Contract in effect as As of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contractthis Agreement, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To Effect on the Company’s Knowledge, as of the date hereofeach agreement, no other party to any Material Contract is in breach of contract, plan, Company Lease, arrangement or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or commitment disclosed in the aggregateCompany Disclosure Schedule or required to be disclosed pursuant to this Section 4.19 (each, a Company “Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract Contract”) is a valid, valid and binding and enforceable obligation agreement of the Company or a Subsidiary, as the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party theretocase may be, and is in full force and effect, subject and none of the Company, any of its Subsidiaries or, to the Enforceability Limitations and knowledge of the Company, any expiration thereof other party thereto is in accordance default or breach in any material respect under the terms of any such agreement, contract, plan, Company Lease, arrangement or commitment, and, to the knowledge of the Company, no event or circumstance has occurred that, with its terms existing notice or lapse of time or both, would constitute any event of default thereunder. (c) To the knowledge of the Company, as of the date hereof and without of this Agreement no person is renegotiating, or has an express right (absent any default or breach of a Material Contract) pursuant to the terms of any Material Contract to renegotiate, any material breachamount paid or payable to the Company under any Material Contract or any other material term or provision of any Material Contract. As of the date of this Agreement, the Company has not received any written indication of an intention to terminate any of the Material Contracts by any of the parties to any of the Material Contracts. (d) Complete and correct copies of each Material Contract in existence as of the date of this Agreement have been made available by the Company to Parent prior to the date of this Agreement.

Material Contracts. (a) Except for this AgreementTo the extent permissible under the Antitrust Laws, Section 4.17(a3.21(a) of the Company Disclosure Letter contains a true, complete and correct list, as list of the date hereof, of each Contract described 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 following Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which any of their respective properties property or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 asset of the Company Disclosure Letteror any of its Subsidiaries is bound, being referred to herein in each case as of the date of this Agreement, excluding Company Plans listed in Section 3.18(b) of the Company Letter and Company Property Leases listed in Section 3.15(a) of the Company Letter (collectively, the “Material Contracts”): (i) each Contract (other than Company Leases) 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 Effective Time) Subsidiaries to compete or engage in any line of business or geographic region or with any Person or sellPerson, supply or distribute any product or service or that otherwise has the effect of restricting in any material respect the Company, the Company or its Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areaservices or ownership or leasing of property; (ii) any material each Customer Contract with a top ten (10) Customer of the Company and its Subsidiaries (each, a “Material Customer”) based on monthly recurring revenue received by the Company and its Subsidiaries in the six month period ended June 30, 2019 (such Customer Contracts, the “Material Customer Contracts”); (iii) each partnership, strategic alliance, joint venture, collaboration venture or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar ContractContract that provided revenue to the Company and its Subsidiaries in excess of €5,000,000 in 2018 or is expected to provide annual revenue to the Company and its Subsidiaries in excess of €5,000,000 in 2019; (iiiiv) each Contract entered into since December 31, 2016: (A) relating to the disposition or acquisition by the Company or any of its Subsidiaries of any business (whether by merger, amalgamation, consolidation or other business combination, sale of assets, sale of shares in the share capital or other voting securities, tender offer, exchange offer, or similar transaction); or (B) pursuant to which the Company or any of its Subsidiaries will acquire or is obligated to acquire any ownership interest or make an investment (other than in the Company or any of its Subsidiaries), in the case of each of clauses (A) and (B), valued in excess of €10,000,000; (v) each Contract with respect to the acquisition or divestiture Contract that contains representationsdisposition of any Person, covenantsthe disposition of any Real Property or Additional Real Property or the acquisition of any real property (whether by merger, indemnities amalgamation, consolidation or other obligations business combination, sale of assets, sale of shares in the share capital or other voting securities, tender offer, exchange offer or similar transaction) pursuant to which the Company or any of its Subsidiaries has (including A) material continuing indemnification obligation or obligation for unpaid consideration, or (B) any “earnoutearn-out” or other similar contingent payment obligations, in the case of each of clauses (A) and (B), 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000€5,000,000; (vi) any settlement or similar each Contract with granting a Governmental Entity, right to material Intellectual Property Rights (other than those relating Contracts with respect to Taxesgenerally commercially available software and hardware and Customer Contracts entered into in the ordinary course of business); (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, each Contract that grants any right of first refusal or right of first offer in favor of a Third Party or that materially limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the Effective Time) Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (xiviii) each Contract that contains pursuant to which a Third Party is granted any exclusivity rights (other than customization work for Customers) relating to or “most favored nations” provisionsprovisions that is binding on the Company or its Subsidiaries, in each case, that are material in any respect which Contract is not terminable by the Company and each of its Subsidiaries party to such Contract upon ninety (90) or fewer days’ notice by the Company or its affiliates (including Parent relevant Subsidiaries without the requirement of any payment, penalty, premium, fee, liability or its affiliates after the Effective Time)other obligations; (xiiix) other than instruments providing for indebtedness pursuant to which the current amount of outstanding indebtedness is equal to or less than €5,000,000, each Contract governing that (A) is an indenture, credit agreement, loan agreement, security agreement, guarantee of, note, mortgage or other agreement providing for indebtedness (including obligations under any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to capitalized leases but excluding agreements between the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) any wholly owned Subsidiary of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xivSubsidiaries of the Company) each Contract or pursuant to which the Company or any of its Subsidiaries guarantees any such indebtedness of any other Person (other than the Company or another wholly owned Subsidiary of the Company), (B) materially restricts the Company’s and its Subsidiaries’ (taken as a whole) ability to incur indebtedness or guarantee the indebtedness of others, (C) grants a Lien (other than a Permitted Lien) or receives restricts the granting of Liens on any license, option, waiver, covenant not to assert property or similar right with respect to Intellectual Property asset of the Company or its Subsidiaries that is material to the businesses of the Company and the Company its Subsidiaries, taken as a whole, or agrees to limit its use (D) is an interest rate derivative, currency derivative, forward purchasing, swap or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunderhedging Contract; (xvx) 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 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 evidencing a settlement of any Action under which the Company or any Company Subsidiary of its Subsidiaries has an obligation to indemnify such officer, director, affiliate, beneficial owner any remaining payment obligations in excess of €1,000,000 or family membermaterial restrictions on operations; (xvixi) any Contract under which the Company or any of its Subsidiaries is lessee of or holds or operates any tangible property (other than real property), owned by any other Person, except for any Contract under which the aggregate annual rental payments do not exceed €5,000,000; (xii) any Contract (other than the type described in clauses (i) through (xi) above) that requires aggregate payments by or to the Company or any Subsidiary of the Company in excess of €20,000,000 per annum; (xiii) each collective bargaining agreement or other Contract with a Material Supplierany labor union, works council or other labor organization; and (xviixiv) any each Contract not otherwise described in any other subsection of this Section 4.17(a3.21(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of as promulgated by the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)Company. (b) True A true, correct and complete copies copy of each Material Contract in effect as of the date hereof have of this Agreement has been made available to Parent and Buyer or publicly filed with the SEC prior to the date hereofof this Agreement, subject to the Clean Team Agreement. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and Except for matters that would not reasonably be expected to have, individually have or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract is a valid, binding and enforceable obligation of the Company or one of its Subsidiaries, on the Company Subsidiary which is party thereto one hand, and, to the knowledge of the Company’s Knowledge, of each the other party or parties thereto, on the other hand, in accordance with its terms, subject to the Enforceability Exceptions, and each Material Contract is in full force and effect, subject (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and, to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as knowledge of the date hereof Company, each other party to each Material Contract has performed all obligations required to be performed by it under such Material Contract, (iii) none of the Company or any of its Subsidiaries has received written notice of any, and, to the knowledge of the Company, none of the Company or any of its Subsidiaries is in, default or material breach under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a default or material breach under) any Material Contract and without (iv) neither the Company nor any material breachof its Subsidiaries has received any written notice from any other party to any such Material Contract that such party intends to terminate, or not renew, any such Material Contract.

Material Contracts. (a) Except for this Agreement, as set forth in Section 4.17(a6.12(a) of the Company Miami Disclosure Letter contains a complete and correct listSchedule, as of the date hereofof this Agreement, of each Contract described 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 neither Miami nor any of their respective properties its Subsidiaries are parties to or assets is subject, other than any Company Benefit Plans otherwise bound by or subject to (all Contracts of the type described in this Section 4.17(a)following types, whether or not set forth on Section 4.17 of together with the Company Disclosure LetterMiami Licenses, being referred to herein as the “Miami Material Contracts”): (i) each Contract Contracts for the purchase or licensing of products or for the receipt of services, the performance of which will extend over a period of one (1) year or more and which involved payments by Miami or any of its Subsidiaries in excess of $30,000,000 in the aggregate during the fiscal year ended April 30, 2016; (ii) Contracts for the furnishing of products or services by Miami or any of its Subsidiaries, the performance of which will extend over a period of one (1) year or more and which involved payments to Miami or any of its Subsidiaries in excess of $30,000,000 in the aggregate during the fiscal year ended April 30, 2016; (iii) Contracts concerning the establishment or operation of any material partnership, joint venture or limited liability company (other than Company Leases) that limits in any material respect the freedom of the Company, any Company Subsidiary such Contract solely between Miami or any of their respective affiliates its Subsidiaries and another Subsidiary of Miami); (including Parent and iv) Government Contracts; (v) material lease agreements for any Miami Leased Real Property existing at the date of this Agreement; (vi) collective bargaining or other contracts with any labor union, works council, or other labor organization; (vii) any swap, forward, future, option, cap, floor, collar or similar financial Contract or other derivative Contract, or any other interest rate or foreign currency protection Contract; (viii) any Contract that relates to ongoing or scheduled development plans or arrangements or capital expenditures, in an annual amount in excess of $30,000,000; (ix) contracts containing (A) a covenant materially restricting the ability of Miami or any of its affiliates after the Effective Time) Subsidiaries to compete or engage in any line of business in any geographic area or geographic region or to compete with any Person or sellPerson, supply or distribute to market any product or service to solicit customers, (B) a provision granting the other party “most favored nation” status or that otherwise has equivalent preferential pricing terms or (C) a provision granting the effect of restricting in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) party exclusivity or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entityrights, other than those relating to Taxes; (vii) 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, any settlement teaming or similar Contract restricting agreements entered into in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business where the restrictions apply solely to the Contract or pursuit that is the subject matter of the teaming or similar agreement (and any extensions or recompetes in respect thereof); or (x) indentures, credit agreements, loan agreements and similar instruments pursuant to which Miami or any of its Subsidiaries has incurred or assumed any indebtedness for borrowed money or has guaranteed or otherwise become liable for any indebtedness of any other Person for borrowed money in excess of $1,000,000 per annum; (x) except where the exercise of 10,000,000, other than any such right indentures, credit agreements, loan agreements or imposition of such limitation has not been, similar instruments solely between or among any Miami 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, 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 its affiliates (including Parent or any Subsidiaries. Table of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC).Contents (b) True Miami has made available to Houston true, complete and complete correct copies of each Miami Material Contract in effect as of on the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereofof this Agreement. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Each Miami Material Contract is in breach of valid and binding on Miami or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to haveits Subsidiaries, individually or in the aggregateas applicable, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledgeknowledge of Miami, of each other party the counterparty thereto, and is in full force and effect, subject to the Enforceability Limitations Remedies Exception. Neither Miami nor any of its Subsidiaries is in material breach of, or material default under, any Miami Material Contract to which it is a party. (c) Except as would not, individually or in the aggregate, have a Miami Material Adverse Effect, each Miami Entity has established and maintains adequate internal controls, including cybersecurity, adequate cost-accounting and other business systems, for compliance with their Government Contracts and all invoices or other demands for payment submitted by or on behalf of such Miami Entity under any expiration thereof Government Contract were current, accurate and complete in accordance all material respects as of their respective submission dates and there has not been any set-off by a Governmental Authority with its respect to a Government Contract, nor has any cost in excess of $200,000 incurred by any Miami Entity been disallowed or questioned by a Governmental Authority or higher-tier contractor. Except as would not, individually or in the aggregate, have a Miami Material Adverse Effect, since January 1, 2014, the Miami Entities and their respective directors, officers and employees have complied with all terms existing of any Government Contract or Bid and have not: (A) breached or violated any Law, certification or representation, relating to any Government Contract or Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein; (B) received notice, either orally or in writing, that any of the Miami Entities has breached or violated any applicable Law, or any material certification, representation, clause, provision or requirement pertaining to any Government Contract or Bid; (C) been suspended or debarred, or notified of proposed suspension or debarment, from bidding on contracts with any Governmental Authority or received any termination for default, cure notice or show cause notice that is in effect as of the date hereof and without pertaining to any material breachGovernment Contract; (D) to the knowledge of Miami, been investigated by any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract; or (E) otherwise conducted or initiated any internal investigation or made a voluntary or mandatory disclosure with respect to any alleged or potential irregularity, misstatement or omission arising under or relating to a Government Contract. To the knowledge of Miami, no facts exist that are reasonably likely to give rise to the revocation of any security clearance held by Miami Entities.

Material Contracts. (a) Except for this Agreement, Section 4.17(a3.15(a) of the Company Disclosure Letter contains a complete Schedule accurately lists the following legally binding contracts, agreements, commitments, arrangements, leases, licenses, policies and correct listinstruments, as of the date hereof, of each Contract described in this Section 4.17(awhether written or oral ("Contracts") under which undertaken by or for the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or of its Subsidiaries and to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which it or any of their respective properties or assets its Subsidiaries is subjectbound (collectively, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “"Material Contracts”"): (i) each any Contract (other than Company Leases) that limits involving commitments to others to make capital expenditures involving $25,000 or more in any material respect one case, except Contracts for which the freedom obligations of the CompanyCompany and its Subsidiaries are fully reflected in the capital expenditure budget of the Company for the fiscal quarter ending June 30, 2001 previously provided to NBC (the "Cap Ex Budget"); (ii) (A) any Contract relating to any direct or indirect indebtedness for borrowed money (including but not limited to 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 (B) any conditional sales contracts, chattel mortgages, equipment lease agreements, and other security arrangements with respect to personal property with a value in excess of $25,000 in each instance used or owned by the Company Subsidiary or any of their respective affiliates its Subsidiaries; (including Parent and iii) any lease for real property; (iv) any Contract containing covenants limiting the ability of the Company or any of its affiliates after the Effective Time) Subsidiaries to compete or engage in any line of business or geographic region or with any Person person or sell, supply or distribute any product or service or that otherwise has the effect of restricting in any material respect the Company, the Company Subsidiaries area or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areaterritory; (iiv) any material partnershiplicense agreement either as licensor or licensee, strategic alliance, joint venture, collaboration or limited liability company any other agreement (other than of any such agreement solely between type relating to any of the material Intellectual Property owned or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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 used by the Company or any Company Subsidiary of future payments in excess of $1,000,000; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000its Subsidiaries; (vi) (A) any settlement Contract for advertising, promotion, distribution, content or similar Contract with a Governmental Entityanchor tenancy providing for payments by or to the Company or any of its Subsidiaries, other than those relating to Taxeswhether in cash or Equity Interests, in excess of $25,000 and (B) any material content Contract; (vii) any Contract with any consultant providing for the payments by the Company or any of its Subsidiaries, whether in cash or Equity Interests, in excess of $100,000; and (viii) any Contract not covered by any of the other items of this Section 3.15 that provides for payments by the Company, whether in cash or Equity Interests, or performance of other obligations, in excess of $50,000, except as has Contracts that may be terminated without liability, obligation or penalty by the Company or its Subsidiary on not beenmore than 30 days' notice. (b) As of the date of this Agreement, neither the Company nor any of its Subsidiaries is, and to the Company's knowledge no other party is, in default or breach of any Material Contract, except for those defaults which would not reasonably be expected to benot, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation has not been, and would not reasonably be expected to behave a Company Material Adverse Effect, and as of the date of this Agreement there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default, except for those defaults which would not, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other The Company is not a party to any Material Contract that is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably required to be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except disclosed as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, an exhibit to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof SEC Documents in accordance with its terms existing as the rules and regulations of the date hereof and without any material breachSEC that has not been so disclosed. All advertising agreements referred to in Section 3.15(a)(vi) are substantially in the form of the form of advertising agreement previously provided to NBC by the Company.

Material Contracts. (a) Except for this AgreementAnnex 7.9a) lists each of the following contracts and agreements which are still effective and to which any Group Company is a party at the Signing Date (such contracts and agreements, Section 4.17(a) individually being a “Material Contract” and collectively the “Material Contracts”): • all agreements with any supplier or service provider which is likely to involve a consideration of more than EUR 50,000 per year; • all agreements with any customer or distributor which is likely to involve a consideration of more than EUR 50,000 per year; • all agreements with clinical research organizations, clinics, hospitals, sponsors or investigators relating to or in connection with clinical trials conducted by or on behalf of the Company Disclosure Letter contains which are likely to involve a complete and correct list, as consideration of more than EUR 50,000; • all agreements with study sites regarding the conduct of a clinical trial conducted by or on behalf of the date hereof, Company which are likely to involve a consideration of each Contract described in this Section 4.17(a) more than EUR 50,000; • all agreements under which the Company is obliged to reimburse, directly or any Company Subsidiary has any current indirectly, study sites for costs arising out of or future rights, responsibilities, obligations in connection with clinical trials conducted by 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, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 behalf of the Company Disclosure Letter, being referred which are likely to herein as “Material Contracts”): (i) each Contract (other involve a consideration of more than EUR 50,000; • all agreements relating to the acquisition or sale of a company or business containing any outstanding obligation of a Group Company Leases) 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 in respect to unpaid purchase price); • all agreements that limit or purport to limit the Effective Time) ability of any Group Company to compete or engage in any line of business or geographic region or with any Person other than a Group Company or sell, supply the Buyer or distribute any product or service or that otherwise has the effect of restricting in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) area or during any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement period of time; • all agreements regarding IP Rights and licensed IP Rights (other than any such agreement solely off-the-shelf computer software licenses) other than the IP transfer agreements between or among the Company and its wholly owned Subsidiaries(former) employees and advisors regarding the transfer of IP Right to the Company; • all insurance agreements; • all confidentiality commitments binding any Group Company; • all loan agreements; • all agreements containing a change of control clause • all agreements between (i) any Group Company on the one hand and (ii) a Seller or any of its Affiliates or Connected Persons on the other hand; • all lease agreements; • all guarantees, sureties or comfort letters in favour of third parties; • all agreements with a contractual notice period longer than six months; • all management and services contracts or similar Contract; (iii) 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 agreements with third parties providing services to result in the receipt or making by the any Group Company or any Company Subsidiary of future payments in excess of $1,000,000; (iv) each Contract that provides for the Company or any Company Subsidiary which is likely to obtain involve a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) EUR 75,000 per year; and • all agreements or arrangements entered into by any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Group Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business business. b) The Material Contracts are valid, binding, enforceable in accordance with their terms and are in excess full force and effect. c) The Group Companies have in all material respects properly performed all of $1,000,000 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, each Contract that grants any right of first refusal or right of first offer or that limits the ability their obligations arising out of the CompanyMaterial Contracts, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereofof this Agreement, no written notice of termination has been received or given or been threatened in writing relating to any of the Material Contracts. The counterparties to the Material Contracts have performed all material obligations arising out of such contracts and, to the Sellers’ Best Knowledge, no grounds for early termination exists. Upon consummation of the transactions contemplated by this Agreement, each Material Contract shall continue in full force and effect without penalty or other party adverse consequence and no counterparty to any Material Contract is has the right to terminate the relevant Material Contract or alter its obligations in breach any material respect as a result of the transactions contemplated by this Agreement. d) Since the Locked Box Date up to and including the date of this Agreement, none of the Group Companies has been notified in writing by any material customer or default under supplier of their intention to terminate or failure to continue their business relationship with any Group Company and no material customer or supplier has terminated its agreement with any Group Company. Material customers or suppliers for the purposes of this clause shall be the ten largest customers or suppliers of the respective Group Company in terms of any volume for the year 2020. There are no claims or other entitlements of the counterparties to the Material Contract where such breach or default has had or would reasonably be expected to have, individually or Contracts which are not explicitly reflected in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation provisions of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof and without any material breachMaterial Contracts.

Material Contracts. (a) Except for this AgreementAgreement and Contracts filed as exhibits to the Company SEC Documents, Section 4.17(a) 4.12 of the Company Disclosure Letter contains sets forth a complete and correct list, as of the date hereofof this Agreement, and the Company has made available to Parent complete and correct copies, of each Contract described in this Section 4.17(a(together with any and all amendments and supplements thereto and material side letters and similar documentation relating thereto) 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 of its Subsidiaries is a party to or to which bound by (each, a “Material Contract”) of any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):following types: (i) each Contract with a customer representing any of the fifty (50) largest customer relationships by revenue of the Company on a consolidated basis over the twelve (12) months immediately prior to January 31, 2012; (ii) with a supplier representing any of the ten (10) largest telecommunications services supplier relationships by payments of the Company on a consolidated basis during the current fiscal year through April 19, 2012; (iii) with a supplier, other than professional service providers, representing any of the ten (10) largest supplier relationships, other than the ten (10) largest telecommunications services supplier relationships, measured by payments of the Company on a consolidated basis during the current fiscal year through April 19, 2012; (iv) with a sales agent representing any of the ten (10) largest sales agent relationships by revenue of the Company on a consolidated basis generated or managed during the current fiscal year through February 29, 2012; (v) with a reseller of the Company’s and/or its Subsidiaries’ products or services representing any of the ten (10) largest sales reseller relationships by revenue of the Company on a consolidated basis over the twelve (12) months immediately prior to March 31, 2012; (vi) with a consultant or independent contractor representing any of the ten (10) largest consultant or independent contractor relationships by payments of the Company on a consolidated basis during the current fiscal year through April 26, 2012; (vii) entered into within the two (2) years prior to the date hereof that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (viii) granting any Person an option or right to acquire on a non-arms’ length basis any Specified Intellectual Property (other than non-exclusive licenses granted to customers in the ordinary course of business) or material assets or tangible property of the Company Leasesor any of its Subsidiaries; (ix) that limits in relating to (A) indebtedness for borrowed money (including guarantees by the Company or any material respect of its Subsidiaries) other than to or from its wholly-owned Subsidiaries, (B) the freedom incurrence of Liens (other than Permitted Liens) on the assets of the Company or its Subsidiaries, (C) the assumption, guarantee or endorsement, or other responsibility (whether directly, contingently or otherwise) for, the obligations of any Person (other than its wholly-owned Subsidiaries) for borrowed money, or (D) any “keep well” or other agreement to maintain any financial statement condition of another Person (other than a wholly-owned Subsidiary of the Company), any excluding in each case Contracts relating to trade payables arising in the ordinary course of business and those involving an amount of less than $50,000; (x) that, except as would not have a material restrictive impact on the business of the Company Subsidiary or its Affiliates, to the Knowledge of the Company (A) limit the ability of the Company or any of their respective affiliates its Affiliates to solicit any Person as a customer, (including Parent and B) limit the ability of the Company or any of its affiliates after the Effective Time) Affiliates 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areaarea or during any future period of time, or (C) obligate the Company or any of its Affiliates to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby; (iixi) relating to any material partnership, strategic alliance, joint venture, collaboration venture or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contractpartnership arrangements; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(axii) pursuant to which the Company or any of its Subsidiaries are obligated to contribute capital, loan money or otherwise provide funds or make additional investments in any Person other than a wholly-owned Subsidiary of the Company Subsidiary has paid or received other than trade payables arising in the ordinary course of business; (xiii) relating to open purchase orders (including for services) involving future payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries150,000; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert providing “most favored nation” or similar right pricing to any customer that is a party to a Contract described in subsection (i) above with respect to Intellectual Property that is material the sale, distribution, license or support of any products or services; and (xv) the termination or loss of which, to the businesses Knowledge of the Company, would materially and adversely affect the ability of the Company and the Company Subsidiariesits Subsidiaries to provide goods or services to customers, taken as a whole, or agrees to limit its use or exploitation of any material Company IP excluding Contracts otherwise described in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than of subsections (Ai) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and through (Bxiv) Contracts that otherwise constitute Material Contracts identified on above. (b) Section 4.17 4.06(a) of the Company Disclosure Letter and also sets forth, for the Contracts listed in which items (i) through (vi) thereof, the grants of rights revenue or fees received from or paid to use Intellectual Property are incidental to performance thereunder;such customer, supplier, sales agent/reseller or consultant/independent contractor during the time period referenced in Section 4.06(a)(i) through (vi), as applicable. (xvc) each Each Material Contract between is valid and binding on the Company or any Company Subsidiary, on the one handof its Subsidiaries, 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company Company’s Knowledge, each other party thereto in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium, reorganization and other than those agreements similar laws affecting the rights of creditors generally, and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereofexercise of a court’s equitable powers) and is in full force and effect. Neither the Company nor any Company Subsidiary of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, nor, to the terms Company’s Knowledge, has provided or is in receipt of any written notice of any current intention to terminate, any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as no event or circumstance has occurred that, with notice or lapse of the date hereoftime or both, no other party to would constitute an event of default under any Material Contract is or result in breach of a termination thereof or default under would cause or permit the terms acceleration or other changes of any right or obligation or the loss of any benefit thereunder. No customer who is a party to a Material Contract where such breach or default has had or would reasonably be expected given written, or, to havethe Knowledge of the Company, individually or in the aggregateoral, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected notice to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or any of its Subsidiaries that it intends to reduce its purchase of goods or services from the Company Subsidiary which is party thereto andor any of its Subsidiaries, make any material modifications or change in or to terminate its business relationship with the Company or any of its Subsidiaries and no material credit amounts are owing or, to the Company’s Knowledge, alleged owing, to any customer as a result of each other a breach by the Company or any of its Subsidiaries of any service level obligations except as may have been reserved for in the Financial Statements. No supplier who is a party theretoto a Material Contract has given written, and is in full force and effector, subject to the Enforceability Limitations Knowledge of the Company, oral, notice to either the Company or any of its Subsidiaries that it intends to alter or change any material pricing or other material terms with respect to its supply of goods or services to the Company or any of its Subsidiaries, or to terminate its business relationship with the Company or any of its Subsidiaries. (d) Neither the entry into nor the consummation of this Agreement or the transactions consummated hereby (including the Merger) will, directly or indirectly, in whole or in part, terminate, adversely modify, increase the obligations or decrease the rights of the Company (including as the Surviving Corporation) or its Subsidiaries under that certain Securities and any expiration thereof in accordance with its terms existing Asset Purchase Agreement dated as of October 21, 2010, by and among the date hereof Company, Premiere Global Services, Inc., Xpedite Systems Holdings (UK) Limited, Premiere Conferencing (Canada) Limited and without any material breachXpedite Systems, LLC (the “PGI Agreement”).

Material Contracts. (a) Except for For all purposes of and under this Agreement, Section 4.17(a) a “Material Contract” shall mean any of the Company Disclosure Letter contains a complete and correct listfollowing, as of excluding the date hereof, of each Contract described 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, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”):Accel Agreement: (i) each Contract (other than Company Leases) 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 Effective 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 in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (, other than those agreements and arrangements described in Item 601(b)(10)(iii)) of Regulation S-K of with respect to the SEC).Company and its Subsidiaries, taken as whole; (bii) True and complete copies of any employment or consulting Contract (in each Material Contract in effect case, under which the Company has continuing obligations as of the date hereof have been made available to Parent hereof) with any executive officer or publicly filed with the SEC prior to the date hereof. Neither other employee of the Company nor or its Subsidiaries or member of the Company Board providing for an annual base salary in excess of $175,000; (iii) any material Contract with any of the twenty (20) largest customers of the Company Subsidiary and its Subsidiaries, determined on the basis of revenues received by the Company or any of its Subsidiaries for the fiscal year ended December 31, 2008 (the “Material Customer Agreements”); (iv) any Contract containing any covenant (A) limiting the right of the Company or any of its Subsidiaries to engage in any material line of business or to compete with any Person in any line of business that is in breach of or default under the terms of any Material Contract, except as has not had and would not could reasonably be expected to havebe material to the Company, or (B) prohibiting the Company or any of its Subsidiaries from engaging in business with any Person or levying a fine, charge or other payment for doing so, 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; (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 Material Adverse Effect. To or any of its Subsidiaries will acquire any material ownership interest in any other Person or other business enterprise other than the Company’s KnowledgeSubsidiaries; (vi) any mortgages, as indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivables and payables, and (B) loans to direct or indirect wholly-owned Subsidiaries, in each case in the ordinary course of business consistent with past practice; (vii) any Lease or Sublease set forth in Sections 3.15(b) and 3.15(c) of the date hereofCompany Disclosure Letter; (viii) any Contract providing for the payment, no other party to any Material Contract is in breach of increase or default under the terms vesting of any Material material benefits or compensation in connection with the transactions contemplated hereby (other than Contracts evidencing Company Options or Company Stock-Based Awards); (ix) any Contract where such breach providing for severance in excess of $75,000 (other than those pursuant to which severance is required by applicable Law); (x) any Contract relating to or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation evidencing Indebtedness of the Company or any of its Subsidiaries, in the case of each clause in the definition thereof, greater than $100,000 (whether or not contingent); (xi) any Contract providing for indemnification of any officer, director, manager or employee by the Company or its Subsidiaries; (xii) any Contract that involves any material joint venture, partnership or similar arrangement; and (xiii) any Company Intellectual Property Agreements required to be listed pursuant to Section 3.16(c) of the Company Disclosure Letter. (b) Section 3.13(b) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party or is bound. (c) Each Material Contract is valid and binding on the Company (and/or each such Subsidiary which is party thereto and, to of the Company’s Knowledge, of each other Company party thereto, ) and is in full force and effect, subject and neither the Company nor any of its Subsidiaries party thereto, nor, to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as Knowledge of the date hereof Company, any other party thereto, is in breach of, or default under, any such Material Contract, and without no event has occurred that with notice or lapse of time or both would constitute such a breach or default, or otherwise modify any material breachrights or obligations 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 in full force and effect and such breaches and defaults that would not have a Company Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.17(a7.9(a) of the Company Clinigence Disclosure Letter contains Schedule provides a true and complete and correct list, as list of each of the date hereof, of each Contract described in this Section 4.17(a) under following contracts to which the Company Clinigence 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 of its Subsidiaries is a party or to which any of their respective properties or assets is subject, other than any Company Benefit Plans this Agreement (all Contracts of collectively, the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Clinigence Material Contracts”): (i) each Contract (other than Company Leases) that limits in any material respect the freedom of the Company, any Company Subsidiary All leases for real property used by Clinigence or any of their respective affiliates its Subsidiaries and all leases of personal property and any Contract affecting any right, title or interest in or to real property; (including Parent ii) All Contracts with Persons who are Service Providers, and all Clinigence Plans; (iii) Any Contract involving financing or borrowing of money, or evidencing indebtedness; any liability for borrowed money; any letters of credit; any obligation for the deferred purchase price of property in excess of $25,000; or guaranteeing in any way any Contract in connection with any Person; (iv) Any joint venture, partnership, cooperative arrangement or any other Contract involving a sharing of profits; (v) Any Contract with any Governmental Authority; (vi) Any Contract with respect to the discharge, storage or removal of effluent, waste or pollutants; (vii) Any Contract for the purchase or sale of any Assets of Clinigence or any of its affiliates after Subsidiaries other than in the Effective Timeordinary course of business or for the option or preferential rights to purchase or sell any Assets of Clinigence or any of its Subsidiaries; (viii) Any Contract containing covenants not to compete or engage in any line of business or geographic region or with any Person or sell, supply or distribute in any product or service geographical area or that would otherwise has the effect of restricting in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) 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; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary Clinigence or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025Subsidiaries being bound by, or is obligated to pay subject to, any non-compete or entitled to receive payments in excess other restriction on the operation or scope of $2,000,000 in its businesses, including the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company SubsidiariesClinigence Business; (ix) Any Contract related to the acquisition of a business or the equity of any Contract that obligates other Entity or the Company sale of Clinigence or any Company Subsidiary to make of its Subsidiaries or any capital investment Asset of Clinigence or capital expenditure outside the ordinary course any of business and in excess of $1,000,000 per annumits Subsidiaries; (x) except where the exercise Any other Contract which (i) provides for payment or performance by either party thereto having an aggregate value of any such right $25,000 or imposition of such limitation has more; (ii) is not beenterminable without payment or penalty on thirty (30) days (or less) notice; or (iii) is between, and would not reasonably be expected to beinter alia, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, 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 Clinigence or any of its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assetsSubsidiaries and an Affiliate thereof; (xi) each Any proposed arrangement of a type that, if entered into, would be a Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a7.9(a)(i) that would constitute a “material contract” (as such term is defined in Item 601(b)(10through 7.9(a)(x) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC)above. (b) True and complete copies of each written Clinigence Material Contract in effect as and true and complete written summaries of the date hereof each oral Clinigence Material Contract (including all amendments, supplements, modifications and waivers thereto) have been made available provided to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any iGambit by Clinigence. (c) Each Clinigence Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a currently valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof is enforceable by Clinigence or its Subsidiaries, as applicable, in accordance with its terms existing as terms. (d) Neither Clinigence nor any of its Subsidiaries is in default, and no party has notified Clinigence or any of its Subsidiaries in writing that Clinigence or any of its Subsidiaries is in default, under any Clinigence Material Contract. No event has occurred, and no circumstance or condition exists, that might, with or without notice or lapse of time: (i) result in a violation or breach of any of the date hereof provisions of any Clinigence Material Contract; (ii) give any Person the right to declare a default or exercise any remedy under any Clinigence Material Contract; (iii) give any Person the right to accelerate the maturity or performance of any Clinigence Material Contract or to cancel, terminate or modify any Clinigence Material Contract; or (iv) otherwise have an Clinigence Material Adverse Effect in connection with any Clinigence Material Contract. (e) Neither Clinigence nor any of its Subsidiaries has waived any of its rights under any Clinigence Material Contract. (f) The performance of the Clinigence Material Contracts will not result in any violation of or failure by Clinigence or any of its Subsidiaries to comply in all material respects with any Legal Requirement. (g) The Clinigence Material Contracts constitute all of the Contracts necessary to enable Clinigence and without its Subsidiaries to conduct the Clinigence Business in the manner in which such Clinigence Business is currently being conducted. (h) The consummation of the Merger shall not result in Clinigence or any material breachof its Subsidiaries being bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses, including the Clinigence Business.