Common use of Material Contracts Clause in Contracts

Material Contracts. (i) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each of the following Contracts to which any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”): (i) None all Contracts involving aggregate consideration in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any of the Core MTS Business or any Transferred Assets for consideration in excess of its Subsidiaries is a party to or bound by:$150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any agreement for material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the lease or sublease (whether of real or personal property) providing for annual payments public generally, with licenses, maintenance, support and other fees of $750,000 100,000 or moreless, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (Biv) any agreement all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of materialsservice, suppliesin each case which are material to the Business, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementstaken as a whole; (Cv) any salesother than indemnification of directors, distribution officers or other similar agreement providing employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the sale indemnification of materials, supplies, goods, services, equipment any Person or other assets that provides for annual payments the assumption of $5.0 million or more in MCK’s fiscal year 2016any Liability of any Person; (Dvi) any equity partnership, joint venture or other similar agreement or arrangement all Contracts that is material to the Core MTS Business; (E) any agreement relating relate to the acquisition or disposition of any business 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) within the three last two (2) years preceding the date hereof involving aggregate consideration of $250,000 or morethat have any surviving obligations; (Fvii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any agreement relating Governmental Authority; (ix) all Contracts that limit or purport to indebtedness for borrowed moneylimit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the deferred purchase price disposition of property any material assets or capital leases line of business of any Seller; (in either casex) all joint venture, whether incurred, assumed, guaranteed partnership or secured by similar Contracts; (xi) all powers of attorney with respect to the Business or any assetTransferred Asset; (xii) involving payment obligations of $1,500,000 all Contracts between or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, a Seller on the one hand, hand and MCK or any Affiliate of its Affiliates (other than the MCK Contributed Entities), a Seller on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing);and (Gxiii) any agreement that restricts, prohibits all collective bargaining agreements or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete Contracts with any Person (includinglabor organization, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses union or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsassociation. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a valid and binding agreement on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of the Core MTS Business and equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect, and none of the Core MTS Business, effect in all material respects. No Seller or, to the knowledge of MCKSellers’ Knowledge, any other party thereto is in breach of or default or breach under any Material Contract in any respect under the terms material respects, or has provided or received any notice of such MTI any intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any Material Contract in any material respect or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such defaults or breaches which would not reasonably be expectedContracts set forth on Schedule 4.06(b), individually or in each a “Post-Signing Contract” and collectively, the aggregate“Post-Signing Contracts”), to be material to the Core MTS Business, taken as a whole. True complete and complete correct copies of each MTI Material ContractContract (including all modifications, amendments and all amendments thereto, in each case subject to the redaction of certain information, supplements thereto and waivers thereunder) have been delivered made available to MCK or its outside counselBuyer.

Material Contracts. (a) As of the date of this Agreement, Schedule 4.11(a) of Seller’s Disclosure Schedules lists each of the following Contracts of the Companies and the Transferred Subsidiaries (collectively, “Material Contracts”): (i) None Any Contract relating to any Indebtedness for borrowed money in excess of $7,500,000; (ii) Any written employment, severance, termination, employee-like consulting or retirement Contract for any Employee providing for annual compensation in excess of $375,000 (excluding discretionary bonuses) or with respect to the Core MTS Business employment of, severance, retention or payment to, any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moredirectors and executive officers; (Biii) any agreement for Any Contract entered into within the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement last three years relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration contemplating an exchange of value in excess of $250,000 or more3,750,000; (Fiv) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement Any Contract that restricts, prohibits or impairs (limits or purports to restrictlimit the manner in which, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (duration for which or the Company after the Closing), any material acquisition of property by the Core MTS Business (localities in which its business is or could be conducted or the Company after the Closing) types of business that it conducts or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to may conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) other than pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements engagement letters entered into in the ordinary course of business consistent with past practicebusiness; (Jv) any agreement Any material Contract pursuant to which (1) the Core MTS Business has provided Companies or leased, or agreed the Transferred Subsidiaries grant a license to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property owned by the Companies or their respective Subsidiaries to a third party or (including any contingent right to receive 2) the Companies or lease source code containing or embodying any Software included in the MCK Owned Transferred Subsidiaries license Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement from a third party (other than licenses for commercial “off-the-shelf” or otherwise“shrink-wrap” software); (Kvi) any agreement Any Contract relating to the employment, severance, retention or indemnification settlement of any service provider 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 than the Core MTS Business with a base salary Companies or base compensation the Transferred Subsidiaries) involving any amount or obligation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business1,000,000; (Lix) Any Contract (including any so-called take-or-pay or keepwell agreements) under which (A) any agreement with 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 benefit purpose of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and collection in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreementsbusiness), equipment in any such case which, individually, is in excess of $500,000; (x) 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 case which, individually, is in excess of $3,750,000 other assets that are generally available for purchase by business entities than any such Contract entered into in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments ordinary course of less than $1.0 million; orbusiness; (Nxi) Any Contract providing for indemnification of any agreement person with any Governmental Authority respect to material liabilities relating to corporate integrity, deferred prosecution, any current or former business of any Company or Transferred Subsidiary; (xii) Any Contract for any joint venture; and (xiii) Any Contract other than as set forth above to which any Company or Transferred Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to its business or the Core MTS Business’ use or MCK’s material non-compliance with Health Care Lawsoperation of its assets. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. Except as disclosed in Section 5.15 of the ------------------ Source Disclosure Memorandum or otherwise reflected in the Source Financial Statements or the Joint Venture Financial Statements, none of the Source Entities, the Joint Venture nor any of their respective Assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, (i) None of the Core MTS Business any employment, severance, termination, or any of its Subsidiaries is a party to or bound by: retirement Contract, (Aii) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement Contract relating to the acquisition borrowing of money by any Source Entity or disposition the guarantee by any Source Entity or the Joint Venture of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more such obligation (other than Contracts evidencing trade payables and Contracts relating to borrowings or guarantees made in the ordinary course of business), (iiii) intercompany indebtedness any Contract which prohibits or restricts any Source Entity or the Joint Venture from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (iv) any Contract between or among the MCK Contributed Entities and Source Entities, or other Affiliates of Source, (iiv) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates Contract involving Intellectual Property (other than Contracts entered into in the MCK Contributed Entitiesordinary course with customers and "shrink-wrap" software licenses), on (vi) any Contract relating to the provision of data processing, network communication, or other hand; provided thattechnical services to or by any Source Entity or the Joint Venture, (vii) any Contract relating to the purchase or sale of any goods or services, including customer contracts, (viii) consulting Contracts, (ix) and all Contracts referred to in Sections 5.9 and 5.14(a) (other than Contracts in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impairiv), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closingv), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of businessvi), (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rightsvii), (IIviii) any non-competition or non-solicitation restrictionsand (ix), (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) and involving payments under any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation individual Contract not in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents100,000), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement as of the Core MTS Business date of this Agreement (collectively, the "Source Contracts"). With respect to each Source Contract and except as disclosed in Section 5.15 of the Source Disclosure Memorandum: (i) the Contract is in full force and effect, and none ; (ii) no Source Entity nor the Joint Venture is in Default thereunder; (iii) no Source Entity has repudiated or waived any material provision of the Core MTS Business, orany such Contract; (iv) no other party to any such Contract is, to the knowledge Knowledge of MCKSource, any other party thereto is in default or breach Default in any respect under the terms of such MTI Material Contractor has repudiated or waived any material provision thereunder; (v) there exists no actual, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS BusinessKnowledge of Source, taken as threatened, cancellation, termination, or limitation of, or any amendment, modification, or change to any Contract; (vi) no Source Entity has received formal notice that any party to a wholeContract will not renew such Contract at the end of its existing term; and (vi) no Source Contract requires consent for assignment in connection with the transactions contemplated by this Agreement. True and complete copies All of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction indebtedness of certain information, have been delivered to MCK any Source Entity for money borrowed is prepayable at any time by such Source Entity without penalty or its outside counselpremium.

Material Contracts. (ia) None All Contracts required to be filed as exhibits to the Velodyne SEC Documents have been so filed in a timely manner. Section 3.16(a) of the Core MTS Business Velodyne Disclosure Schedule sets forth a true and complete list, as of the date hereof, of each of the following Contracts, excluding any Velodyne Benefit Plans, to which Velodyne or any of its Subsidiaries is a party to or by which Velodyne or any of its Subsidiaries or any of their assets or businesses are bound by:(and any amendments, supplements and modifications thereto): (Ai) any agreement for Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreExchange Act); (Bii) any agreement for Contract that materially limits the purchase ability of materialsVelodyne or any of its affiliates (including, suppliesfollowing the consummation of the Transactions, goods, services, equipment the Surviving Company and its affiliates) to engage or other assets providing for annual payments compete in any line of $3.0 million business or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsgeographic area; (Ciii) any sales, distribution or other similar agreement providing for Contract required to be disclosed pursuant to Item 404 of Regulation S-K of the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016Exchange Act; (Div) any equity partnership, joint venture Contract or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition series of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement related Contracts relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases money (A) in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations excess of $1,500,000 2,000,000 or more (other than B) that becomes due and payable as a result of the Transactions; (iv) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK material Contract pursuant to which a third party has licensed or granted any right to Velodyne or any of its Affiliates Subsidiaries in any material Intellectual Property (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing“Velodyne In-Licenses”); (Gvi) any agreement that restricts, prohibits Contract pursuant to which both Velodyne or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned its Subsidiaries and a third party have licensed or granted substantially portfolio-wide rights in their respective Patents or other material Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement to one another (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into granted in the ordinary course of business consistent by a customer to Velodyne or any of its Subsidiaries with past practice; (J) any agreement pursuant respect to which the Core MTS Business has provided derivative works, improvements or leasedmodifications made by such third party to, or agreed to provide or leaseany implementations by such third party of, any source code containing product or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property technology provided to a such third party by Velodyne or any of its Subsidiaries) (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise“Velodyne IP Cross-Licenses”); (Kvii) any agreement relating material Contract pursuant to which Velodyne or any of its Subsidiaries has granted any third party any rights or licenses, other than Ordinary Course Licenses, with respect to any Velodyne Intellectual Property or any material product or technology owned or purported to be owned by Velodyne or any of its Subsidiaries (the employment“Velodyne Out-Licenses,” and collectively with the Velodyne In-Licenses and Velodyne IP Cross-Licenses, severance, retention or indemnification of the “Velodyne IP Contracts”); (viii) any service provider of the Core MTS Business with a base salary or base compensation Contract reasonably expected to result in payments in excess of $300,000 per year2,000,000 in any twelve (12) month period after the Closing Date; (ix) any purchase, sale or supply contract that contains material volume requirements or commitments, exclusive or preferred purchasing, distribution or marketing arrangements for a material period of time, most favored nation status or similar provisions or promotional requirements, other than those any such Contracts that can be terminated without liability are not material to the Core MTS BusinessVelodyne and its Subsidiaries; (Lx) any Velodyne Real Property Lease reasonably expected to result in payments in excess of $1,000,000 in any twelve (12) month period after the Closing Date; (xi) any agreement with that grants any right of first refusal or for right of first offer or similar right or put, call or similar right or that limits or purports to limit the benefit ability of MCK Velodyne or any Affiliate of MCK with obligations that continue following the Closing its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses (other than the Transaction Documentsin any case, in excess of $2,000,000); (Mxii) any acquisition or divestiture agreement (A) entered into since October 1, 2020, with a purchase price in excess of $5,000,000 or (B) that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to exceed $2,000,000 (including indemnification obligations) that have not been satisfied in full as of the date hereof; (xiii) any agreement with that by its terms prohibits or for limits the benefit payment of MCK dividends or other distributions by Velodyne or any Affiliate of MCK with obligations that continue following the Closing its Subsidiaries; (other than the Transaction Documents)xiv) any Contract for any joint venture, other than agreements with MCK partnership or similar arrangement, or any Affiliate Contract involving a sharing of MCK entered into on arm’s length terms and in the ordinary course revenues, profits, losses, costs or liabilities by Velodyne with any other Person or any of business for the purchase its Subsidiaries; (xv) any “single source” supply Contract pursuant to which goods or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets materials that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms material to Velodyne or any of its Subsidiaries are supplied to Velodyne or such Subsidiary from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 millionan exclusive source; or (Nxvi) any agreement Contract with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsEntity. (iib) Each agreement required Velodyne has heretofore made available to be disclosed pursuant to this Section 4.02(i) (eachOuster true, a “MTI Material Contract”) is a valid correct and binding agreement complete copies of the Core MTS Business Contracts set forth in Section 3.16(a). (c) Except as has not had and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expectedexpected to have, individually or in the aggregate, a Velodyne Material Adverse Effect, (i) all Contracts set forth or required to be material set forth in Section 3.16(a) of the Velodyne Disclosure Schedule or filed or required to be filed as exhibits to the Core MTS BusinessVelodyne SEC Documents (the “Velodyne Material Contracts”) are valid, taken binding and in full force and effect and are enforceable by Velodyne or its applicable Subsidiary in accordance with their terms, except as a whole. True limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought, (ii) Velodyne, or its applicable Subsidiary, has performed all obligations required to be performed by it under the Velodyne Material Contracts, and complete copies it is not (with or without notice or lapse of each MTI time, or both) in breach or default thereunder and, to the Knowledge of Velodyne, no other party to any Velodyne Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since October 1, 2021, neither Velodyne nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Velodyne Material Contract, and all amendments thereto(iv) neither Velodyne nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, in each case subject terminate, materially change the scope of rights under or fail to the redaction of certain information, have been delivered to MCK or its outside counselrenew any Velodyne Material Contract.

Material Contracts. (a) Schedule 5.9(a) sets forth all the following Contracts currently in effect to which Seller is a party and that are primarily related to the Business or by which the Transferred Assets may be bound or affected (the “Material Contracts”): (i) None any Contract requiring a capital expenditure or known commitment in excess of the Core MTS Business $50,000; (ii) any Contract under which Seller is obligated to purchase, sell or any of its Subsidiaries is a party lease real or personal property to or bound by:from third parties and having a value in excess of $50,000 or an annual lease payment in excess of $50,000; (iii) any Contract with respect to the Leased Real Property; (iv) any Contract under which Seller has (A) any agreement for the lease created, incurred, assumed or sublease guaranteed (whether of real or personal propertymay create, incur, assume or guarantee) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, (B) granted a Lien on the deferred purchase price of property or capital leases (in either caseTransferred Assets, whether incurredtangible or intangible, assumed, guaranteed to secure such indebtedness for borrowed money or secured by (C) extended credit to any assetPerson; (v) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed EntityContract between Seller, on the one hand, and MCK one or any more of its Affiliates (other than the MCK Contributed Entities)Seller’s Affiliates, on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (Gvi) any agreement material Contract establishing any joint venture, strategic alliance or other collaboration; (vii) all Contracts providing for material payments to or by any Person based on sales, purchase or profits other than direct payments for goods or services; (viii) any Contract that restricts, prohibits restricts or impairs limits (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have A) the effect of prohibiting, restricting or impairing, any material business practice ability of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) Seller to conduct the following activities (i) freely engage in any line of business, (ii) sell, license or otherwise distribute services or products the Business in any geographic area or (iiiB) compete with the ability of Subsidiaries of the Seller to conduct any legal line of business in any geographic area; (ix) any Contract relating to outstanding letters of credit or performance bonds or creating any liability as guarantor, surety, co-signer, endorser, co-maker or indemnitor, in each case in respect of the obligation of any Person to make payments or perform services with a value of at least $50,000; and (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (IIx) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of amendment related to any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsforegoing. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(iExcept as set forth on Schedule 5.9(b), (i) (each, a “MTI Material Contract”) is a valid and binding agreement all of the Core MTS Business and is Material Contracts are in full force and effecteffect and are the legal, valid and none binding obligations of the Core MTS Business, orSeller and, to the knowledge of MCKSeller’s Knowledge, any other party thereto thereto, and (ii) Seller has performed all of its material obligations thereunder and is not in default material violation or breach of or default under any Material Contract except for breaches or defaults that will be cured in any respect accordance with the Sale Order (or that need not be cured under the terms Bankruptcy Code to permit the assumption and assignment of such MTI Material Contract). To Seller’s Knowledge, except for any the other parties to each Material Contract are not in material violation or breach of or default under such defaults or breaches which would not reasonably be expected, individually or in the aggregate, Material Contract. Seller has made available to be material to the Core MTS Business, taken as a whole. True Purchaser and true and complete copies copy of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. Schedule 4.25 delivered to AMCON by HNWC prior to the execution of this Agreement lists all material contracts and agreements and use permits to which, as of the date hereof, HNWC is a party or by which is bound or under which HNWC has or may acquire any rights, which involve or relate to (i) None obligations of HNWC for borrowed money or other indebtedness where the amount of such obligations exceeds $50,000 individually, (ii) the lease by HNWC, as lessee or lessor, of real property for rent of more than $25,000 per annum, (iii) the purchase or sale of goods (other than raw material to be purchased by HNWC on terms that are customary and consistent with the past practice of HNWC and in amounts and at prices substantially consistent with past practices of HNWC) or services with an aggregate minimum purchase price of more than $25,000 per annum, (iv) rights to manufacture and/or distribute any product which accounted for more than $25,000 of the Core MTS Business consolidated revenues of HNWC during the fiscal year ended December 31, 1999 or any of its Subsidiaries is a party to under which HNWC received or bound by: (A) any agreement for the lease paid license or sublease (whether of real or personal property) providing for annual payments other fees in excess of $750,000 or more; 25,000 during any year, (Bv) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant properties not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to having a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation purchase price in excess of $300,000 per year25,000, (vi) the right (whether or not currently exercisable) to use, license (including any "in-license" or "outlicense"), sublicense or otherwise exploit any intellectual property right or other than those that can be terminated without liability proprietary asset of HNWC or any other Person which, when considered together with all such other rights, is material to the Core MTS Business; HNWC; (Lvii) any agreement material collaboration or joint venture or similar arrangement; (viii) the restriction on the right or ability of HNWC (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, (C) to solicit, hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for the benefit of MCK any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any Affiliate of MCK other manner with obligations that continue following the Closing any other Person; (other than the Transaction Documents); (Mix) any agreement with currency hedging; (x) individual capital expenditures or for the benefit commitments in excess of MCK $25,000; or (xi) any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)license, other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materialslease, supplies, goods, services (excluding any employment agreements), equipment permit or other assets that right to use any water used by HNWC in its bottling operations. All such contracts and agreements and permits are generally available for purchase duly and validly executed by business entities in HNWC, the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers other party thereto and which provide for annual payments of less than $1.0 million; or (N) any agreement with any all Governmental Authority relating to corporate integrityEntities, deferred prosecutionas the case may be, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is are in full force and effecteffect in all material respects. HNWC has not violated or breached, and none of the Core MTS Businessor committed any default under, orany contract or agreement or permit, and, to the knowledge of MCKHNWC, neither HNWC or other Person has violated or breached, or committed any default under, any contract or agreement or permit, which violation, breach or default (alone or in combination with other party thereto is in violations, breaches or defaults under such contract or agreement or permit or under other contracts or agreements or permits) has had or may reasonably be expected to have a HNWC Material Adverse Effect. No event has occurred which, after notice or the passage of time or both, would constitute a default by HNWC under any contract or agreement or permit or give any Person the right to (A) declare a default or breach exercise any remedy under any contract or agreement or permit, (B) receive or require a rebate, chargeback, penalty or change in delivery schedule under any respect under contract or agreement or permit, (C) accelerate the terms maturity or performance of such MTI Material Contractany contract or agreement or permit, except for or (D) cancel, terminate or modify any such defaults contract or breaches which would not reasonably be expected, individually agreement or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments theretopermit, in each case subject which, together with all other events of the types referred to in clauses (A), (B), (C) and (D) of this sentence has had or may reasonably be expected to have a HNWC Material Adverse Effect. All such contracts and agreements and permits will continue, after the redaction of certain informationEffective Time, have been delivered to MCK or its outside counselbe binding in all material respects in accordance with their respective terms until their respective expiration dates.

Material Contracts. (a) Part 5.15(a) of the ▇▇▇▇▇▇▇▇ Disclosure Schedule sets forth, as of the date hereof, a complete and accurate list of all Contracts of the following types to which ERC or any ERC Sub that owns a Retirement Community is a party, or by which such ERC Company or such ERC Company’s properties or assets are bound (the “Material Contracts”): (i) None of the Core MTS Business Contracts to manage any real property, business or any of its Subsidiaries is charitable activity in connection with a party to or bound by: Retirement Community (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed moneycollectively, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing“Management Agreements”); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license Contracts with any provider of health care products or otherwise distribute services involving expenditures or products revenue in any geographic area or excess of $250,000 anunually; (iii) compete with Contracts under which any Person ERC Sub that owns a Retirement Community is a lessor, lessee, sublessor, sublessee, licensor or licensee of any real property (includingthe “Real Property Leases”), for stating in each case the avoidance street address or other reasonable descriptor of doubtthe land, buildings or other improvements covered thereby (the “Leased Real Property”); (iv) Contracts relating to the development of, or the construction of any improvements on, any material agreement real property (collectively, the “Development Contracts”); (v) Contracts under which ERC, any Transferred Landowner or other ERC Sub that includes owns a Retirement Community or, to the Knowledge of the ▇▇▇▇▇▇▇▇ Parties, any NFP, has incurred, assumed or guaranteed any indebtedness for borrowed money in excess of $250,000 individually and $1,000,000 in the aggregate (Ithe “Credit Facilities”); (vi) grants by Contracts under which any ERC Company has the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses right or “most favored party” rights, option to purchase any real property; (IIvii) any Contracts imposing non-competition or non-solicitation restrictionsany other restriction with respect to the geographical area, (III) any rights scope or type of first refusal or rights of first offer or (IV) any limits on the use operations of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)ERC Company; (Hviii) Contracts containing any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant “change of control” provision with respect to which the Core MTS Business obtains the right to use, any ERC Company or a covenant not to be sued under, any Intellectual Property RightParent; (Iix) Contracts involving an investment by any agreement pursuant to which Transferred Landowner in any Person that is authorized to usenot also an ERC Company, including any partnership, limited liability company or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practicejoint venture; (Jx) Contracts under which any agreement pursuant revenue, profit or income of the Business is required to which the Core MTS Business has provided or leasedbe, or agreed to provide or leasemay be, shared with any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)Person; (Kxi) employment Contracts; (xii) Contracts with any agreement relating to the employment, severance, retention or indemnification of Employee containing any service provider of the Core MTS Business with a base salary or base compensation restrictive covenants; (xiii) Contracts that involve aggregate payments in excess of $300,000 250,000 per year, other than those that can be terminated without liability annum; and (xiv) to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documentsextent not described elsewhere in this Section 5.15(a), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets Contracts that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. Schedule 3.10 sets forth a true, correct and complete list of all existing contracts (ia) None involving an annual commitment or annual payment to or from the Transferred Subsidiaries of more than Fifty Thousand United States Dollars (US$50,000), (b) with respect to the Transferred Subsidiaries relating to any indebtedness for borrowed money or the deferred purchase price of property, (c) which limit or restrict in any respect any of the Core MTS Business or Transferred Subsidiaries from engaging in any line of its Subsidiaries is a party to or bound by: business in any jurisdiction, (Ad) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business the Transferred Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iiie) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into made in the ordinary course of business consistent with past practice; (J) any agreement pursuant and that are significant to the Transferred Subsidiaries, including all amendments thereto, to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK Seller or any Affiliate of MCK its Subsidiaries is a party or by which it is bound (the “Material Contracts”). Each Material Contract is legal, valid, binding and enforceable in accordance with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement its respective terms with or for the benefit of MCK respect to Seller or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)its Subsidiaries, other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, orand, to the knowledge of MCKSeller’s Knowledge, any each other party thereto is in default or breach in any respect under the terms of to such MTI Material Contract, except for any such as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the rights of creditors generally and subject to the Laws governing (and all limitations on) specific performance, injunctive relief and other equitable remedies. There are no existing defaults or breaches by Seller or any of its Subsidiaries under any Material Contract or any other contract to which Seller or any of its Subsidiaries is party and which relates to the Transferred Subsidiaries (or events or conditions which, with notice or lapse of time or both, would constitute a default or breach) and, to Seller’s Knowledge, there are no such defaults (or events or conditions which, with notice or lapse of time or both, would constitute a default or breach) with respect to any third party to any Material Contract or any such other contract, except in each case defaults or breaches that would not reasonably be expected, individually or in expected to have a Material Adverse Effect on the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselTransferred Subsidiaries.

Material Contracts. (i) None Schedule 3.6(b) lists all of the Core MTS Business following Contracts, agreements, commitments, arrangements, undertakings or any of its Subsidiaries understandings to which a FS Tech Entity is a party or to which a FS Tech Entity is or may be bound by:or to which the Properties of a FS Tech Entity or the Assets are or may be bound or subject or to which Seller Parent is a party with respect to the Business (each a “Material Contract,” provided however, such list and the term “Material Contract” shall not include the Real Property Leases referenced in Section 3.4(b), Personal Property Leases referenced in Section 3.4(c), Intellectual Property Licenses referenced in Section 3.5(b), Debt Instruments referenced in Section 3.6(a) and Insurance Policies referenced in Section 3.6(c)): (A) any agreement for establishing or concerning the lease operation of, a partnership or sublease (whether of real joint venture or personal property) providing for annual payments of $750,000 or moresimilar arrangement; (B) any agreement for the purchase or sale of materials, supplies, goods, services, equipment products or other assets providing for annual payments services (excluding utilities Contracts) that has a value in excess of $3.0 million 100,000, individually, or, for a series of related Contracts with the same party, in the aggregate, or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsa remaining term of greater than twelve (12) months; (C) any salesagreement that prohibits a FS Tech Entity or any of its Affiliates from freely engaging in business in any line of business, distribution or other similar agreement providing for anywhere in the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016world; (D) any equity partnershipagreement that grants any exclusive marketing, joint venture distribution, Intellectual Property or other similar agreement or arrangement that is material rights to the Core MTS Businessany third party; (E) any agreement relating to the acquisition or disposition that contains any form of most-favored pricing provision in favor of any business (whether by merger, sale customer or supplier of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or moreBusiness; (F) any agreement relating to indebtedness for borrowed moneywith a consultant, the deferred purchase price of property distributor, lobbyist, or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing)third-party agent; (G) any written agreement that restrictswith any Business Employee or independent contractor of the FS Tech Entities providing for wage, prohibits or impairs (or purports to restrictbonus, prohibit or impair)consulting fee, equity grants, or has similar compensation opportunities or would reasonably be expected to have the effect of prohibiting, restricting or impairing, providing for any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete employment relationship with any Person (including, for the avoidance of doubt, any material agreement Business Employee that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or is not “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)employment at will”; (H) any material agreement (excluding licenses for commercial off that requires any performance collateral in the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to useform of payment bonds, or a covenant not to be sued underperformance bonds, any Intellectual Property Rightwarranty bonds and/or bank letters of credit; (I) any agreement pursuant to under which any Person there is authorized to usean outstanding advance or loan, or receives a covenant not commitment to be sued undermake any advance or loan, to any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertyother Person, other than those contained within customer agreements entered into but in each case only to the ordinary course extent that any such advance or loan exceeds (or under the terms of business consistent with past practicethe commitment could exceed) $100,000; (J) any agreement pursuant agreement, including but not limited to which any guarantee, obligating a FS Tech Entity to indemnify any other Person in an amount in excess of $100,000, other than in connection with the Core MTS operation of the Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)Ordinary Course of Business; (K) any agreement relating to agreements since January 1, 2008, for the employmentacquisition of capital stock or assets of another Person (whether by merger, severancestock or asset purchase), retention except for agreements for the acquisition of inventory or indemnification other assets in the Ordinary Course of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any written severance or termination agreement with any current Business Employee or for independent contractor of the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)FS Tech Entities; (M) any collective bargaining agreement with or for the benefit of MCK similar labor agreement involving any Business Employees or covering any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK Business operation or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; oractivity; (N) any agreement with to pay or receive any Governmental Authority relating to corporate integrity, deferred prosecution, royalty or the Core MTS Business’ or MCK’s material license fee for any Intellectual Property (other than any non-compliance exclusive license for the use of any commercially available off-the-shelf software which was entered into in the Ordinary Course of Business); (O) each outstanding power of attorney with Health Care Lawsrespect to the Business; (P) any agreement that requires any source code to be escrowed; and (Q) any agreement not entered into in the Ordinary Course of Business of the Business. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, The Sellers have made available to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as Buyer a whole. True true and complete copies copy of each MTI written Material ContractContract and a description of each oral Material Contract (including all amendments, modifications and all amendments supplements thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel).

Material Contracts. (a) Schedule 3.16 of the Disclosure Schedules lists each of the following Contracts (such Contracts as described in this Section 3.16(a), subject to the provisions of Section 2.5(c), being “Material Contracts”): (i) None all Assumed Contracts set forth on Schedule 3.16(a)(i)(1) with customers of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materialsBusiness, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than Assumed Contracts substantially in a form set forth on Schedule 3.16(a)(i)(2) of the Disclosure Schedules and made available to Buyer (i) intercompany indebtedness among the MCK Contributed Entities and “Customer Standard Forms”) (ii) intercompany indebtedness among any all Assumed Contracts that limit or purport to limit the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice ability of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any Person or products in any geographic area or during any period of time, or that, in connection with the Business, restricts the right of Seller to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status; (iii) compete with all joint venture, partnership or similar Assumed Contracts regarding ownership of or investments in any Person Person, business or enterprise; (including, for the avoidance of doubt, any material agreement iv) all Assumed Contracts that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive are inbound or outbound licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on regarding the use of any of the MCK Owned material Transferred Intellectual Property and/or MCK Licensed or Transferred Technology; (v) all Assumed Contracts that involve the lease of equipment with remaining payments that exceed $50,000 in any 12-month period; (vi) all Assumed Contracts that restrict any Seller Party’s ability to own, use, register, disclose or enforce any Transferred Intellectual PropertyProperty (other than non-exclusive licenses); (Hvii) all Assumed Contracts with a Significant Customer, Significant Supplier or Governmental Authority (provided that the Seller shall have no obligation to list on Schedule 3.16(a)(vii) any material agreement (excluding licenses for commercial off purchase orders entered into with a Significant Customer on a Customer Standard Form or Significant Supplier in a form set forth on Schedule 3.16(a)(vii) of the shelf computer software that are generally Disclosure Schedules and made available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property RightBuyer); (Iviii) all Assumed Contracts that involve an obligation to purchase a minimum quantity of goods or services; (ix) any agreement pursuant collective bargaining agreements or other agreements with a trade union, works council or other similar labor organization to which a Seller Party is a party or otherwise bound that would affect any Person is authorized Business Employees after the Closing; (x) any Assumed Contract relating to useany disposition or acquisition of assets or any interest in any business enterprise, except for the sale of products or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into services in the ordinary course of business consistent with past practicebusiness; (Jxi) any agreement pursuant to all Assumed Contracts that are settlement, conciliation or similar agreements which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation would require payment in excess of $300,000 per year, other than those that can be terminated without liability to 100,000 after the Core MTS date hereof or which materially restrict or impose material obligations upon the Business;; and (Lxii) all Assumed Contracts between or among members of the Seller Group, any agreement with or for the benefit of MCK their respective Affiliates, or any Affiliate Person with whom the Seller Parties do not deal at arms’ length or to which any executive officer or director of MCK with obligations that continue following a member of the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsSeller Group is a party. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Assumed Contract and Shared Contract is a valid and binding agreement on the applicable Seller Party and, to the Knowledge of Seller, the Core MTS Business counterparties thereto, and is in full force and effect. No Seller Party is in breach of, and none of the Core MTS Business, or, to the knowledge of MCKor default under, any other party thereto Material Contract to which it is in default or breach in any respect under the terms of such MTI Material Contracta party, except for any such breaches or defaults or breaches which that would not reasonably be expectednot, individually or in the aggregate, to be material to the Core MTS BusinessBusiness or the Transferred Assets, taken as and to Seller’s Knowledge, each of the other parties thereto has performed all obligations required to be performed by it under, and is not in breach of or default under, any Material Contract. No event has occurred that would result in a wholematerial breach by any Seller Party of, result in the loss of any material right or benefit of, cause acceleration of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) or give rise to any right to terminate, cancel, amend or accelerate under, or require any consent of or notice to any Person pursuant to, any Material Contract. True As of the date hereof, no Seller Party has received any written notice, or, to Seller’s Knowledge, oral notice, of any Person’s intent to terminate or materially amend any Material Contract. Seller has made available to Buyer correct and complete copies of each MTI all Material Contract, and all amendments thereto, in each case subject to the redaction of certain informationtogether with all amendments and supplements thereto, and no material changes have been delivered made to MCK or its outside counselany Material Contract since the date on which such Material Contract was made available to Buyer, except such changes as have been made available to Buyer.

Material Contracts. (ia) None Section 4.22(a) of the Core MTS Business Basic Disclosure Letter contains a list of all of the following Contracts or agreements (other than those set forth on an exhibit index in the Basic Reports filed prior to the date of this Agreement) to which Basic or any of its Subsidiaries Basic Subsidiary is a party to or by which any of them is bound by: (A) any agreement for the lease or sublease (whether as of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more this Agreement (other than this Agreement or any Related Document): (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition agreement that purports to limit the manner in which, or non-solicitation restrictionsthe localities in which, all or any portion of their respective businesses are conducted or would purport to bind Basic, Grey Wolf or any of their Affiliates; (IIIii) any rights of first refusal or rights of first offer or (IV) any limits on the use of hedging agreements by which any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) assets of Basic or any material agreement (excluding licenses for commercial off the shelf computer software that Basic Subsidiary are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to usebound, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation aggregate amount in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; 1 million; (Liii) any agreement Contract granting any Person registration or other purchase or sale rights with or for the benefit of MCK respect to any Equity Interest in Basic or any Affiliate of MCK with obligations that continue following the Closing Basic Subsidiary; (other than the Transaction Documents); (Miv) any voting agreement with or for the benefit relating to any Equity Interest of MCK Basic or any Affiliate of MCK with obligations that continue following the Closing Basic Subsidiary; (other than the Transaction Documents), other than agreements with MCK or v) any Affiliate of MCK entered into on arm’s length terms and in Contract outside the ordinary course to which Basic or any Basic Subsidiary is a party that entitles the other party or parties thereto to receive the benefits thereof without incurring the obligation to pay for same within sixty days after services are provided; (vi) any Contract outside the ordinary course between Basic or any Basic Subsidiary and any current or former Affiliate of business Basic; (vii) any drilling rig construction or conversion Contract with respect to which the drilling rig has not been delivered and paid for; (viii) any drilling Contracts of one year or greater in remaining duration; (ix) any Contract or agreement for the purchase borrowing of money with a borrowing capacity or sale outstanding Indebtedness of materials, supplies, goods, services $2 million or more; or (excluding x) any employment agreements“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (all Contracts or agreements of the types described in clauses (i) through (x), equipment or other assets that are generally available for purchase by business entities regardless of whether listed in Section 4.22(a) of the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers Basic Disclosure Letter and which provide for annual payments regardless of less than $1.0 million; or (N) any agreement with any Governmental Authority relating whether in effect as of the date of this Agreement, being referred to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsherein as “Basic Material Contracts”). (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement As of the Core MTS Business and is date of this Agreement, each of the Basic Material Contracts is, to the knowledge of Basic, in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of . Except for such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expectedmatters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to be material have or cause a Basic Material Adverse Effect, neither Basic nor any of the Basic Subsidiaries knows of, or has received written notice of, any breach or violation of, or default under (nor, to the Core MTS Businessknowledge of Basic and the Basic Subsidiaries, taken as does there exist any condition which with the passage of time or the giving of notice or both would result in such a whole. True and complete copies of each MTI violation or default under), any Basic Material Contract, and all amendments theretoor has received written notice of the desire of the other party or parties to any such Basic Material Contract to exercise any rights such party has to cancel, in each case subject to the redaction of certain information, have been delivered to MCK terminate or its outside counselrepudiate such Contract or exercise remedies thereunder.

Material Contracts. (ia) None All Contracts required to be filed as exhibits to the DENTSPLY SEC Documents have been so filed in a timely manner. Section 4.16(a) of the Core MTS Business DENTSPLY Disclosure Schedule sets forth a true and complete list, as of the date hereof, of each of the following Contracts to which DENTSPLY or any of its Subsidiaries is a party to or by which DENTSPLY or any of its Subsidiaries or any of their assets or businesses are bound by:(and any amendments, supplements and modifications thereto): (Ai) any agreement for Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreExchange Act); (Bii) any agreement for Contract that materially limits the purchase ability of materialsDENTSPLY or any of its affiliates (including, suppliesfollowing the consummation of the Transactions, goods, services, equipment the Surviving Corporation and its affiliates) to compete or other assets providing for annual payments provide services in any line of $3.0 million business or more with any Person or in MCK’s fiscal year 2016, any geographic area or market segment or to engage in any type of business (including any independent contractor license, collaboration, agency or distribution agreements, but excluding any employment agreements); (Ciii) any sales, distribution or other similar agreement providing for Contract required to be disclosed pursuant to Item 404 of Regulation S-K of the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016Exchange Act; (Div) any equity partnership, joint venture Contract or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition series of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement related Contracts relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases money (in either case, whether incurred, assumed, guaranteed or secured by any assetA) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those 10 million or (B) that can be terminated without liability to becomes due and payable as a result of the Core MTS BusinessTransactions; (Lv) any license, sublicense, option, development or collaboration agreement with or for the benefit other Contract relating to DENTSPLY Material Intellectual Property reasonably expected to result in payments in excess of MCK or $10 million in any Affiliate of MCK with obligations that continue following twelve (12) month period after the Closing Date (excluding license agreements for “shrink-wrap,” “click-wrap” or other than commercially available off-the-shelf software that is not the Transaction Documents); (M) any agreement with subject of a negotiated agreement, and excluding agreements the primary purpose of which is to purchase tangible goods or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms procure services unrelated to Intellectual Property and in the ordinary course of business business); (vi) any Contract reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date that provides for any material “most favored nation” provision or equivalent preferential pricing terms or similar obligations to which DENTSPLY or any of its Subsidiaries is subject; (vii) any distribution Contract with any of DENTSPLY’s top three distributors (measured by dollar volume of spending by the purchase distributor during the twelve (12) months ended June 30, 2015); (viii) any purchase, sale or sale supply contract that contains volume requirements or commitments, exclusive or preferred purchasing arrangements or promotional requirements reasonably expected to result in payments in excess of materials$10 million in any twelve (12) month period after the Closing Date; (ix) any lease, suppliessublease, goods, services (excluding any employment agreements), equipment occupancy agreement or other Contract with respect to the DENTSPLY Leased Real Property reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date; (x) 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 DENTSPLY or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses (in any case in excess of $10 million); (xi) any acquisition or divestiture agreement (A) entered into since June 30, 2012 with a purchase price in excess of $20 million or (B) that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to exceed $10 million (including indemnification obligations) that have not been satisfied in full; (xii) any agreement that by its terms limits the payment of dividends or other distributions by DENTSPLY or any of its Subsidiaries; (xiii) any Contract for any joint venture, partnership or similar arrangement, or any Contract involving a sharing of revenues, profits, losses, costs, or liabilities by DENTSPLY or any of its Subsidiaries with any other Person involving a potential combined commitment or payment by DENTSPLY and any of its Subsidiaries in excess of $10 million annually; (xiv) any “single source” supply contract pursuant to which goods or materials that are generally available for purchase by business entities material to DENTSPLY or any of its Subsidiaries are supplied to DENTSPLY or such Subsidiary from an exclusive source reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual Closing Date; (xv) any Contract with a Governmental Entity reasonably expected to result in payments in excess of less than $1.0 million10 million in any twelve (12) month period after the Closing Date; or (Nxvi) any other agreement with which would prohibit or delay beyond the Outside Date the consummation of Merger or any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsother Transaction contemplated by this Agreement. (iib) Each agreement required DENTSPLY has heretofore made available to be disclosed pursuant to this Section 4.02(i) (eachSirona true, a “MTI Material Contract”) is a valid correct and binding agreement complete copies of the Core MTS Business Contracts set forth in Section 4.16(a). (c) Except as has not had and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expectedexpected to have, individually or in the aggregate, a DENTSPLY Material Adverse Effect, (i) all Contracts set forth or required to be material set forth in Section 4.16(a) of the DENTSPLY Disclosure Schedule or filed or required to be filed as exhibits to the Core MTS BusinessDENTSPLY SEC Documents (the “DENTSPLY Material Contracts”) are valid, taken binding and in full force and effect and are enforceable by DENTSPLY or its applicable Subsidiary in accordance with their terms, except as a whole. True limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought, (ii) DENTSPLY, or its applicable Subsidiary, has performed all obligations required to be performed by it under the DENTSPLY Material Contracts, and complete copies it is not (with or without notice or lapse of each MTI time, or both) in breach or default thereunder and, to the Knowledge of DENTSPLY, no other party to any DENTSPLY Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2015, neither DENTSPLY nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any DENTSPLY Material Contract, and all amendments thereto(iv) neither DENTSPLY nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, in each case subject terminate, materially change the scope of rights under or fail to the redaction of certain information, have been delivered to MCK or its outside counselrenew any DENTSPLY Material Contract.

Material Contracts. (a) Except as set forth on Schedule 3.12(a) and except as would constitute an Excluded Asset or Excluded Liability, as of the date hereof, neither Seller nor any Subsidiary of either Seller is a party to, nor is either Seller, any Subsidiary of a Seller or any of their respective assets bound by, any Contract (each, a "Material Contract"): (i) None relating to (A) the employment (as an employee or consultant) or termination of employment of any Person by each Seller or any Subsidiary of either Seller which may not be terminated without penalty or other obligation (other than any severance payments required by law) by such Seller or, as the Core MTS Business case may be, such Subsidiary within twelve (12) months from the date hereof, or (B) the payment to any Person by each Seller or any Subsidiary of either Seller of any bonus award which is contingent on a sale of such Seller, any Subsidiary of such Seller or any of their respective assets; (ii) which contains material restrictions with respect to payment of dividends or any other distribution in respect of its capital stock; (iii) relating to Indebtedness of each Seller or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreSubsidiaries; (Biv) materially limiting the ability of either Seller or any agreement for Subsidiary of a Seller to manufacture, sell or distribute any product, to engage in any line of business or to compete with any Person; (v) with any labor union or any employee organization; (vi) pursuant to which either Seller or any Subsidiary of a Seller is entitled or obligated to acquire any assets with a value in excess of $250,000 from a third party other than the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments inventory in the ordinary course of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsbusiness; (Cvii) in the form of a performance, payment, and other bonds issued by a Seller that are guaranteed by any sales, distribution Affiliate of such Seller (the "Bonds"); or (viii) pursuant to which either Seller or other similar agreement providing for the sale any its Subsidiary of materials, supplies, goods, services, equipment a Seller is obligated to provide goods or other assets that provides for annual payments services to another Person with a total Contract value in excess of $5.0 million or more in MCK’s fiscal year 2016;2,000,000. (Db) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (EExcept as set forth in Schedule 3.12(b) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or except as otherwise would not reasonably be expected to have a Material Adverse Effect on the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities Business: (i) engage in there is no default under any line Material Contract either by a Seller or any Subsidiary of businessa Seller or, to the Knowledge of the Sellers, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by a Seller or any Subsidiary of a Seller or, to the Knowledge of the Sellers, any other party; (ii) sell, license no party to any Material Contract has given written notice to a Seller or otherwise distribute services any Subsidiary of a Seller of or products made a claim in writing against a Seller or any geographic area Subsidiary or a Seller with respect to any breach or default thereunder; (iii) compete to the Knowledge of the Sellers, no party to any Material Contract intends to cancel, withdraw, modify or amend any such Material Contract; (iv) with respect to each Material Contract or Bid, (A) each Seller or its Subsidiaries has complied in all material respects with all material terms and conditions of such Material Contract or Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein; (B) each Seller or its Subsidiaries has complied in all material respects with all requirements of any Person statute, rule, regulation or order pertaining to such Material Contract or Bid; (C) all representations and certifications executed, acknowledged or set forth in or pertaining to such Material Contract or Bid were current, accurate and complete in all material respects as of their effective date, and each Seller or its Subsidiaries has complied in all material respects with all such representations and certifications, including, without limitation, those required by or relating to the Foreign Corrupt Practices Act, the Cost Accounting Standards, and the regulations and rules relating to the submission of progress payment requests; (D) no Governmental Authority nor any prime contractor, subcontractor or other Person has notified either Seller or their Subsidiaries in writing that either Seller or its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement; (E) no termination for convenience, termination for default, cure notice or show cause notice has been issued (other than to the avoidance of doubtextent satisfied, any material agreement that includes cured or withdrawn); (IF) grants no cost incurred by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses either Seller or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use its Subsidiaries has been disallowed in respect of any such Material Contract (in each case, other than costs not exceeding one percent (1%) of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertyvalue of the respective Material Contract); and (G) no money due to either Seller or its Subsidiaries has been withheld, reduced or set-off in respect of any such Material Contract (in each case, other than monies not exceeding one percent (1%) of the value of the respective Material Contract); (Hv) there exist (A) no financing arrangements with respect to the performance of any Client Contract; (B) to the Knowledge of the Sellers, no material agreement outstanding claims or requests for equitable or financial adjustments against the Sellers or their Subsidiaries, either by any party to a Material Contract, any Governmental Authority or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Material Contract or Bid; (excluding licenses for commercial off C) to the shelf computer software Knowledge of the Sellers, no facts that are generally available on nondiscriminatory pricing termsknown by the Sellers upon which such a claim may be validly based in the future; and (D) pursuant to the Knowledge of the Sellers, no material disputes between either Seller or its Subsidiaries and any party to a Material Contract, any Governmental Authority or any prime contractor, subcontractor or vendor arising under or relating to any Client Contract; and (vi) the revenues and profits associated with each of the Client Contracts have been recorded in accordance with GAAP, and there exists no uncompleted Client Contract as to which the Core MTS Business obtains the right to useCompany's estimated cost at completion (including material and labor costs, other direct costs, overheads, and engineering costs whether incurred or a covenant not yet to be sued under, any Intellectual Property Right; (Iincurred) any agreement pursuant to which any Person is authorized to use, as of the Balance Sheet Date exceeds the aggregate contract revenue recorded or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsrecorded under such Client Contract through completion. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. Except for Contracts evidencing Company Loans made or otherwise acquired by the Bank in the Ordinary Course of Business, Schedule 3.16 of the 24 Company Disclosure Schedules lists or describes the following with respect to the Company and each of its Subsidiaries (each such agreement or document, a “Company Material Contract”) as of the date of this Agreement, true, complete and correct copies of each of which have been delivered or made available to Acquiror: (a) each lease of real property to which the Company or any of its direct and indirect Subsidiaries is a party; (b) all loan and credit agreements, conditional sales Contracts or other title retention agreements or security agreements relating to money borrowed by it in excess of $250,000, or guaranteed by the Company or any of its direct and indirect Subsidiaries, exclusive of deposit agreements with customers of the Bank entered into in the Ordinary Course of Business, agreements for the purchase of federal funds and repurchase agreements and Federal Home Loan Bank of Chicago advances; (c) each Contract that involves performance of services or delivery of goods or materials by it of an amount or value in excess of $100,000 (other than Contracts for the sale of loans and Contracts that are Company Benefit Plans); (d) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts by it in excess of $100,000; (e) each Contract not referred to elsewhere in this Section 3.16 that: (i) None relates to the future purchase of goods or services that materially exceeds the requirements of its business at current levels or for normal operating purposes; or (ii) has a Material Adverse Effect on the Company or its direct and indirect Subsidiaries; (f) each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of, any personal property (except personal property leases and installment and conditional sales agreements having aggregate remaining payments of less than $100,000); (g) each material licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property (other than shrink-wrap license agreements or other similar license agreements), including material agreements with current or former employees, consultants or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; (h) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (i) each joint venture, partnership, shareholder, limited liability company, investor rights and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other Person; (j) each Contract containing covenants that in any way purport to restrict, in any material respect, the business activity of the Core MTS Business Company or its Subsidiaries or limit, in any material respect, the ability of the Company or its Subsidiaries to engage in any line of business or to compete with any Person including from soliciting customers, clients or employee of any Person, or provides a right of first offer, right of first refusal, option or similar right to the Company or any Subsidiary or any other Person or that would limit or purport to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, including any (i) exclusive dealing obligation; (ii) “clawback” 25 or similar undertaking requiring the reimbursement or refund of any fees; or (iii) “most favored nation” or similar provision granted by the Company or any of its Subsidiaries; (k) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods having an average annual amount in excess of $100,000; (l) that is (i) an employment, consultancy, non-competition, non-solicitation, deferred compensation, retention, bonus, severance, retirement or other similar Contract (including any amendment to any such existing agreement or arrangement); or (ii) relating to bank-owned life insurance, in each case with any director, officer, employee or independent contractor of or consultant to, or shareholder of, the Company or any direct and indirect Subsidiary of the Company; (m) that is with an Affiliate of the Company or any of its Subsidiaries other than loans in the Ordinary Course of Business; (n) each current material consulting or non-competition agreement to which the Company or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreparty; (Bo) the name of each Person who is or would be entitled pursuant to any agreement for Contract or Company Benefit Plan to receive any payment from the purchase Company or its Subsidiaries as a result of materials, supplies, goods, services, equipment or other assets providing for annual payments the consummation of $3.0 million or more in MCK’s fiscal year 2016, the Contemplated Transactions (including any independent contractor agreements, but excluding payment that is or would be due as a result of any actual or constructive termination of a Person’s employment agreementsor position following such consummation) and the maximum amount of such payment; (Cp) each Contract for capital expenditures for a single property, individually, or collectively with any salesother Contract for capital expenditures on such property, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments in excess of $5.0 million or more in MCK’s fiscal year 2016100,000; (Dq) any equity partnership, joint venture each Contract that may not be terminated without payment or other similar agreement penalty equal to or arrangement that is material to the Core MTS Business; greater than $50,000 upon notice of thirty (E30) any agreement relating to the acquisition days or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more less (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK shrink-wrap or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior similar form software license agreements with respect to the Closingoff-the-shelf computer software); (Gr) any agreement that restrictsis a settlement agreement, prohibits other than releases immaterial in nature or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have amount entered into in the effect Ordinary Course of prohibiting, restricting or impairing, any material business practice Business with the former employees of the Core MTS Business Company or its Subsidiaries or independent contractors in connection with the routine cessation of such employee’s or independent contractor’s employment; (or the s) each Company after the Closing)Benefit Plan; and (t) each amendment, any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, supplement and modification in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use respect of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsforegoing. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (ia) None Section 3.12(a) of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for Sellers’ Disclosure Schedule sets forth all Contracts concerning the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK or Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software Property or that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to userelated to, or a covenant not to be sued underused in or held for use in, any Intellectual Property Right; the Business (I) any agreement pursuant to which any Person is authorized to useexcept for Contracts that are Excluded Assets, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, purchase orders for inventory and other than those contained within customer agreements entered into goods and services purchased in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leasedbusiness, or agreed to provide or leasein the case of clauses (i), any source code containing or embodying any Software included in MCK (iv), (vi)-(x), (xiii) and (xiv) below, Contracts (other than Contracts concerning the Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with that individually have a base salary or base compensation future liability not in excess of $300,000 per year150,000 annually or $1,000,000 during the term thereof, and other than those Contracts that can be terminated are cancelable by a Seller upon notice of not more than 90 calendar days without liability to the Core MTS Business;penalty or cost), including, without limitation: (Li) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business Contracts for the purchase or sale of materialsassets, supplies, goods, services (excluding any employment agreements), equipment products or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws.services; (ii) Each agreement required to be disclosed Exclusive supply Contracts for the purchase of Inventory or other goods or services that are otherwise not generally available and that are used in connection with the Business; (iii) Contracts pursuant to this Section 4.02(iwhich a Seller grants to any Person the right to manufacture, design, market, distribute or resell any Business product, or to represent a Seller with respect to any such product, or act as agent for any Seller in connection with the marketing, distribution or sale of any Business product; (iv) Contracts for the lease of tangible personal property; (eachv) Contracts containing a covenant that restricts a Seller or any Affiliate of a Seller from engaging in any line of business or competing with any Person; (vi) Contracts providing for indemnification by a Seller, other than in connection with respect to standard terms and conditions of a Contract for the purchase or sale of assets, products or services in the ordinary course of business; (vii) Employment, consulting or independent contractor Contracts, other than unwritten at-will employment Contracts; (viii) Contracts relating to a joint venture of the Business; (ix) Currency exchange, interest rate, commodity exchange or similar Contracts; (x) Contracts for capital expenditures; (xi) Contracts with any director, officer or employee of Seller or any of its Subsidiaries (in each case, other than (A) employment agreements covered in clause (vii) above), (B) payments of compensation for employment to employees in connection with unwritten at-will employment Contracts and (C) participation in Employee Plans by employees; (xii) Contracts or licenses of any patents, trademarks, trade names, service marks, copyrights or other Intellectual Property received from or granted to third parties; (xiii) Contracts for radio, television newspaper or other media advertising; and (xiv) Contracts not made in the ordinary course of business. (such Contracts collectively, “Material Contracts”, and each a “MTI Material Contract”). (b) Except as set forth in Section 3.12(b) of the Sellers’ Disclosure Schedule, to Sellers’ Knowledge, each Material Contract (i) is a valid and binding agreement of on the Core MTS Business applicable Seller and the counterparties thereto, and is in full force and effect, ; and none (ii) upon consummation of the Core MTS BusinessTransactions, orexcept to the extent that any consents set forth in Section 3.02 or Section 3.03 of the Sellers’ Disclosure Schedule and Bankruptcy Court approvals to transfer are not obtained or would otherwise not have a Material Adverse Effect, shall continue in full force and effect without penalty or other adverse consequence. Except as disclosed in Section 3.12(b) of the Sellers’ Disclosure Schedule, the applicable Seller and, to the knowledge of MCKSellers’ Knowledge, the counterparties thereto, are not in breach of, or default under, any other Material Contract to which any of them is a party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such breaches or defaults or breaches which that that would not reasonably be expectedhave a Material Adverse Effect or, individually upon entry or in issuance of the aggregateSale Order by the Bankruptcy Court, to be material would not preclude the Sellers from assigning such Material Contract to the Core MTS Business, taken as a whole. True Purchaser and complete copies of each MTI Material Contract, and all amendments thereto, that would be cured or rendered unenforceable in each case subject to accordance with the redaction of certain information, have been delivered to MCK or its outside counselSale Order.

Material Contracts. (a) Except for those agreements filed as exhibits to the MLP SEC Reports and those agreements set forth on Section 4.9(a) of the MLP Disclosure Schedule (collectively, the “MLP Material Agreements”), none of the MLP Group Entities is a party to, or is bound by, any agreements, contracts or commitments (whether written or oral): (i) None which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Core MTS Business SEC); (ii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000; (iii) which contains any provision that prior to or following the Effective Time would materially restrict or alter the conduct of business of, or purport to materially restrict or alter the conduct of business of, whether or not binding on, MLP or any controlled Affiliate of its Subsidiaries MLP, including by materially restricting the disposition of any business or assets; (iv) which is a party to or bound by: (A) any agreement for the lease or sublease license (whether of real real, personal or personal intangible property) providing for annual payments rentals or fees of $750,000 5,000,000 or moremore that cannot be terminated by any MLP Group Entity on not more than 60 days’ notice without payment by such MLP Group Entity of any material penalty; (Bv) any which is an agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for that in each case both (A) cannot be terminated by any MLP Group Entity on not more than 60 days’ notice without payment by any of MLP Group Entity of any material penalty and (B) involves annual revenues or payments in excess of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements10,000,000; (Cvi) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity which is a partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Businessarrangement; (Evii) any agreement which is a contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration with a purchase price of $250,000 10,000,000 or more; (Fviii) any agreement relating contract that relates to indebtedness for borrowed moneyany commodity or interest rate swap, the deferred purchase price of property cap or capital leases (in either case, whether incurred, assumed, guaranteed collar or secured by any asset) involving payment obligations of $1,500,000 other similar hedging or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertyderivate transactions, other than those contained within customer agreements any contract for purchase and sale of commodities and the associated hedging instruments entered into in the ordinary course of business consistent with past practice; (Jix) any agreement pursuant contract relating to which the Core MTS Business has provided gathering, processing, treating, transportation, storage, sale or leasedpurchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party the provision of services related thereto (including any contingent right to receive operation, operation servicing or lease source code containing maintenance contract) in each case that involves annual revenues or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation payments in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million10,000,000; or (Nx) any agreement with any Governmental Authority contract relating to corporate integrity, deferred prosecution, the construction of capital assets or the Core MTS Business’ other capital expenditures in each case that involves annual revenues or MCK’s material non-compliance with Health Care Lawspayments in excess of $10,000,000. (iib) Each agreement required Except to the extent that enforceability thereof may be disclosed pursuant limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to this Section 4.02(ior affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); provided, however, that any indemnity, contribution and exoneration provisions contained in any such MLP Material Agreement may be limited by applicable Law and public policy, each of the MLP Material Agreements (i) (each, a “MTI Material Contract”) is a constitutes the valid and binding agreement obligation of the Core MTS Business applicable MLP Group Entity and, to the Knowledge of the MLP Parties, constitutes the valid and binding obligation of the other parties thereto, (ii) is in full force and effect, and none effect as of the Core MTS BusinessExecution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement, or, in each case unless the failure to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which be so would not reasonably be expectedconstitute, individually or in the aggregate, to be material an MLP Material Adverse Effect. (c) There is not, to the Core MTS BusinessKnowledge of any of the MLP Parties, taken as under any MLP Material Agreement, any default or event which, with notice or lapse of time or both, would constitute a whole. True and complete copies default on the part of each MTI Material Contract, and all amendments any of the parties thereto, in each case subject except such events of default and other events as to the redaction of certain information, which requisite waivers or consents have been delivered to MCK obtained or its outside counselwhich would not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

Material Contracts. (i1) None The Company has listed on Schedule 5.2(v)(1) of the Core MTS Business Company’s Disclosure Schedule and made available to Parent complete and correct copies of the following Contracts (“Material Contracts”) to which the Company or any of its Subsidiaries is a party party, or by which the Company or any of its Subsidiaries may be bound, or to which the Company or bound byany of its Subsidiaries or the Company’s or any of its Subsidiaries’ respective assets or properties may be subject as of the date hereof: (A) any agreement for the lease or sublease (whether of real or material personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materialspartnership, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnershiplimited liability company, joint venture or other similar agreement or arrangement that is material to the Core MTS Businessarrangement; (EC) any agreement Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) within as to which there are any material ongoing obligations entered into on or after January 1, 2015; (D) any Contract for the three years preceding the date hereof involving aggregate consideration purchase of services, materials, supplies, goods, equipment or other assets or property that provides for either (i) annual payments of $250,000 50,000 or more, or (ii) aggregate payments of $200,000 or more; (E) any Contract that creates future payment obligations in excess of $50,000 in the aggregate and that by its terms does not terminate or is not terminable without penalty or other payment upon notice of sixty (60) days or less, or any Contract that creates or would create a Lien; (F) any agreement relating to indebtedness Contract providing for borrowed money, a power of attorney on behalf of the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Company or any of its Affiliates (other than Subsidiaries outside of the MCK Contributed Entities), on the other hand; provided that, in the case ordinary course of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing)business; (G) any agreement that restrictsContract, prohibits other than this Agreement or impairs (as contemplated hereby, providing for exclusive dealing or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, limiting in any material respect, respect the freedom of the Core MTS Business (Company, its Subsidiaries or any of the current or former employees of the Company after the Closing) or any of its Subsidiaries to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any person or products in any geographic area area, or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)would so limit their freedom; (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant Contract, other than this Agreement, as to which there are material ongoing obligations the Core MTS Business obtains primary purpose of which is to disclose confidential information or require that the right to useCompany or any of its Subsidiaries guarantee, indemnify or a covenant not to be sued under, hold harmless any Intellectual Property Rightperson; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual PropertyContract, other than those contained within customer agreements this Agreement, with (i) any Affiliate of the Company, or (ii) any “associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a person identified in clause (i) of this paragraph; (J) any Contract with a Governmental Authority; and (K) any other Contract not entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsbusiness. (ii2) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a valid and legally binding agreement of the Core MTS Business Company or a Subsidiary of the Company, as applicable, and, to the Company’s Knowledge, the counterparty or counterparties thereto, is enforceable in accordance with the terms of such Contract (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and is in full force and effect, and none . As of the Core MTS Businessdate hereof, orneither the Company nor any of its Subsidiaries, and, to the knowledge of MCKCompany’s Knowledge, any other party thereto counterparty or counterparties, is in material breach of any provision of or in material default (or, with the giving of notice or breach lapse of time or both, would be in default) under, and has not taken any respect action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any Material Contract. (3) To the extent required by GAAP, all liabilities and obligations under the terms of such MTI Material Contract, except Contracts have been fully accrued for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to books and records of the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselCompany.

Material Contracts. (a) Section 4.20(a) of the Disclosure Schedule sets forth a list of all Contracts, including all amendments and supplements thereto, to which any of the Purchased Assets are, or the Business is, bound or affected and to which any of the AUC Entities is a party or by which any of the AUC Entities is bound, in each case, in connection with, relating to, or arising out of the Business or the Purchased Assets, meeting any of the descriptions set forth below (collectively referred to herein as the “Material Contracts”): (i) None all Contracts or group of related Contracts with the Core MTS Business or any of its Subsidiaries is a same party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, products or services, equipment or other assets providing for annual payments under which any of the AUC Entities reasonably may be expected to purchase $3.0 million 75,000 or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsof products or services during the twelve (12) months from the Closing Date and which cannot be terminated on less than sixty (60) days notice without penalty; (Cii) any sales, distribution or other similar agreement providing all employment Contracts (excluding Contracts with faculty) pursuant to which the annual base salary for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of an employee is greater than $5.0 million or more in MCK’s fiscal year 2016100,000; (Diii) any equity partnershipContracts (excluding Contracts with faculty) with employees, joint venture consultants, directors or other similar agreement independent contractors containing severance, noncompetition, or arrangement that is material to the Core MTS Businessproprietary rights provisions; (Eiv) all Contracts with faculty of the Institution; (v) all personal property leases involving payment obligations over the remaining term of the lease in excess of $50,000; (vi) all capitalized leases; (vii) all Contracts pursuant to which any of the AUC Entities has been granted a license or otherwise uses any other Person’s Intellectual Property (other than off-the-shelf software subject solely to “shrink-wrap” or non-negotiable licenses) (“Licenses”); (viii) all Contracts with Governmental Authorities; (ix) any Contract that creates a partnership or joint venture, or a similar agreement involving a sharing of profits, losses, costs or liabilities with any other Person; (x) any Contract that restricts any of the AUC Entities from engaging, or competing with any Person, in any line of business in any geographic area or restricts any of the AUC Entities from soliciting certain employees; (xi) all Contracts (or group of related Contracts) under which any of the AUC Entities has created, incurred, assumed, or guaranteed any Indebtedness; (xii) any Contract, whether or not fully performed, relating to the any acquisition or disposition of any business (whether by mergershares of capital of any AUC Entity or any predecessor in interest of any AUC Entity, sale or any acquisition or disposition of stockany subsidiary, sale division or line of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or morebusiness; (Fxiii) any agreement Contract with or relating to indebtedness for borrowed moneyany clinical site; (xiv) except as contemplated in connection with this Agreement, any Contract relating to the deferred purchase price acquisition by any AUC Entity of property any operating business, assets or capital leases stock of another Person; (xv) all Contracts for capital expenditures in either excess of $25,000; (xvi) all Contracts with a contractor for services, sales representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person, in each case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations over the remaining term of the Contract in excess of $1,500,000 50,000; (xvii) except as referenced in Section 4.23, any Contract that requires the payment of royalties, commissions, finders’ fees or more similar payments involving payment obligations over the remaining term of the Contract in excess of $50,000; and (xviii) any settlement or similar Contract under which any of the AUC Entities has remaining obligations; (xix) all powers of attorney or agency agreements with any Person given by any of the Sellers that are currently effective and outstanding pursuant to which such Person is granted the authority to act for or on behalf of any AUC Entity or any AUC Entity is granted the authority to act for or on behalf of any Person, other than Tax powers of attorney, granted in the Ordinary Course of Business; and (xx) any other Contract material to the Business, the Purchased Assets or any of the AUC Entities. (b) The Sellers have made available to the Buyers in the Dataroom (i) intercompany indebtedness among the MCK Contributed Entities a true, complete and correct copy of each written Material Contract and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any a summary of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or each oral Material Contract prior to the Closing); (G) Closing Date. None of the AUC Entities nor, to the Knowledge of the Sellers, any agreement that restrictsother party to any Material Contract, prohibits or impairs (or purports to restrict, prohibit or impair)is in breach of, or has or would reasonably be expected to have the effect of prohibiting, restricting or impairingin default under, any material business practice Material Contract. To the Knowledge of the Core MTS Business (Sellers, there is no event or the Company after the Closing)condition that with notice or lapse of time, any material acquisition of property by the Core MTS Business (or the Company after the Closing) both, would constitute such a breach or limits the freedom, in any material respect, default; and none of the Core MTS Business (AUC Entities has received any written notice of any breach or the Company after the Closing) to conduct the following activities (i) engage in any line default or event that with notice or lapse of businesstime, (ii) sellor both, license would constitute such a breach or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants default by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off AUC Entities. To the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which Knowledge of the Core MTS Business obtains the right to useSellers, there have been no threatened cancellations of, or a covenant not to be sued any dispute under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to useMaterial Contract nor, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider Knowledge of the Core MTS Business with a base salary Sellers, does there exist the basis for any such cancellation or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) dispute. Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and Contract is in full force and effect, and none is valid and enforceable in accordance with its respective terms, subject to the effect of the Core MTS Businessany applicable Laws relating to bankruptcy, orreorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the knowledge effect of MCKgeneral principles of equity (regardless of whether such enforceability is considered in a Legal Proceeding in equity or at Law). (c) Except as set forth on Section 4.20(c) of the Disclosure Schedule, any other the applicable AUC Entity has the right to assign to the Buyers each Purchased Contract without notice, modification, cancellation or consent, or if such notice or consent is required, the AUC Entities have given notices to the third parties and used commercially reasonable efforts to obtain the third party thereto is in default or breach in any respect consents set forth on Section 4.20(c) of the Disclosure Schedule, and such transfer will provide to the Buyers all of the rights of the applicable AUC Entity under the terms of such MTI Material Contract, except for free and clear of any such defaults or breaches which would not reasonably be expectedLiens, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselother than Permitted Liens.

Material Contracts. (a) Section 2.12 of the Disclosure Letter contains a true, complete and accurate list of each of the following Purchased Contracts (all of the Purchased Contracts required to be listed thereon, the “Material Contracts”): (i) None Contracts for the service of any Business Employee or Business Contractor whose base annual cash compensation is equal to or greater than $100,000, other than employment or contractor Contracts terminable at-will with no liability; (ii) Contracts relating to the incurrence of Indebtedness or that give or may give rise to a Lien on any of the Core MTS Purchased Assets; (iii) Contracts for the lease of any personal property primarily used in the Business or by a Business Employee; (iv) Contracts with any of its Subsidiaries is Governmental Entity; (v) Contracts with a party to or bound by:Material Customer; (vi) Contracts with a Material Vendor; (vii) Contracts (A) pursuant to which any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that party is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of granted exclusive rights, exclusive territories, exclusive licenses rights or “most favored party” rightsrights of any type or scope with respect to any of the Purchased Assets, or (IIB) containing any non-competition covenants or non-solicitation restrictions, (III) any rights of first refusal other similar restrictions relating to the Purchased Assets or rights of first offer or (IV) any limits on the use of any conduct of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)Business; (Hviii) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) Contracts pursuant to which the Core MTS (A) any Third Party is granted rights to any Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned other Intellectual Property and/or MCK Licensed Intellectual Propertyrights, other than those contained within customer agreements entered into excluding non-exclusive licenses granted in the ordinary course of business consistent to customers in connection with past practicethe use of products and services of the Business, non-disclosure agreements and employment agreements, or (B) any Third Party grants to Seller a license to Intellectual Property rights used in the Business (“Third Party IP”), excluding generally commercially available software or software-as-a-service costing or having an annual license fee that does not exceed $20,000, licenses to Open Source Software, non-disclosure agreements and employment agreement; (Jix) any agreement pursuant to which the Core MTS Business has provided or leaseddistribution, joint market, joint venture, partnership, limited liability company, or agreed to provide agreement for sharing of revenues, profits, losses, costs or leaseliabilities, or similar Contract used in respect of the Business; (x) any source code containing Contract for the provision of products or embodying services to, or purchase of products or services from, both the Business and other portions of the Seller not constituting the Business; (xi) Contracts that contain any Software included provision for indemnification of any other Person (excluding standard indemnities contained in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including agreements for the purchase, sale or license of any contingent right to receive or lease source code containing or embodying any Software included products entered into in Seller’s ordinary course operation of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwiseBusiness); (Kxii) any settlement agreement relating with respect to the employment, severance, retention or indemnification of any service provider Action in respect of the Core MTS Business with a base salary or base compensation any Business Employee resulting in (A) monetary Liability in excess of $300,000 per year100,000 individually, other than those (B) material future obligations that can would be terminated without liability Assumed Employee Liabilities, or (C) any material ongoing obligations related to the Core MTS Business; (Lxiii) any agreement with or Contracts for capital expenditures for the benefit Business in excess of MCK or any Affiliate of MCK with obligations that continue following $100,000 in the Closing (other than the Transaction Documents)aggregate; (Mxiv) any agreement powers of attorney with or for respect to the benefit of MCK Business or any Affiliate Purchased Asset; (xv) any Contract under which the consequences of MCK with obligations a default or termination would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xvi) any Contract that continue following would have the effect of materially prohibiting or impairing the conduct of the Business immediately after the Closing in a manner in which it was not prohibited or impaired immediately prior to the Closing; and (xvii) any other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and Contract not made in the ordinary course of business for that is material to the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, Business or the Core MTS Business’ or MCK’s Purchased Assets. Seller has delivered to Buyer (x) a complete and accurate copy of each written Material Contract (including all modifications, supplements and amendments thereto) and (y) a written summary of the material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI terms of each oral Material Contract”. Except for such matters that would not be material to the Business, (i) each Material Contract is a valid legal, valid, binding and binding agreement of the Core MTS Business enforceable on Seller in accordance with its terms, and is in full force and effect, and none (ii) Seller has performed all of the Core MTS Businessobligations required to be performed by it under each applicable Material Contract, (iii) Seller is not in breach of or default under (and is not alleged to be in breach of or default under) and no event has occurred, is pending or, to the knowledge Knowledge of MCKSeller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by Seller under such agreement, (iv) within the previous six months, Seller has not received any other party thereto is in default or breach in written notice of any respect under the terms of such MTI Material Contract, except for intention to terminate any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject (v) to the redaction Knowledge of certain informationSeller, have been delivered as of the date of this Agreement, no Person is in breach of or default under (and is not alleged to MCK be in breach of or its outside counseldefault under) any such Material Contract and no event has occurred, is pending or, to the Knowledge of Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by any other Person under such agreement, and (vi) for those such Material Contracts to which Seller is a party, the agreement is assignable by Seller to Buyer without the consent or approval of any Person and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing.

Material Contracts. (a) Section 4.07 of the Disclosure Schedules lists each of the following Contracts (x) by which any of the Purchased Assets are bound or affected as of the date hereof or (y) to which the Parent or EyeLock Sub is a party or by which it is bound as of the date hereof in connection with the Business or the Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Leased Real Property (including without limitation, brokerage Contracts) listed or otherwise disclosed in Section 4.10(b) of the Disclosure Schedules and all Intellectual Property Agreements set forth in Section 4.11(b) of the Disclosure Schedules, collectively, “Material Contracts”): (i) None all Contracts under which the Seller is required to pay or is entitled to receive aggregate consideration in excess of the Core MTS Business or any of its Subsidiaries is a party to or bound by: Fifty Thousand Dollars & 00/100 (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more50,000.00); (Bii) any agreement all Contracts that provide for the purchase indemnification of materialsany Person or the assumption of any Tax, supplies, goods, services, equipment environmental or other assets providing Liability of any Person, except for annual payments standard indemnification provisions in Contracts entered into in the ordinary course, none of $3.0 million which the Seller has any Knowledge with respect to particular facts or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementscircumstances that may reasonably give rise to a claim for indemnification; (Ciii) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; Knowledge of the Seller, all Contracts entered into during the three (E3) any agreement relating year period ending on the date hereof that relate to the acquisition or disposition of any business 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) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more); (Fiv) any agreement all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, research, development, marketing consulting and advertising Contracts; (v) all employment agreements and Contracts with independent contractors, subcontractors or consultants (or similar arrangements) and which are not cancellable without material penalty or without more than thirty (30) calendar days’ notice; (vi) except for Contracts relating to trade receivables, all Contracts relating to indebtedness for borrowed moneymoney (including, without limitation, guarantees and the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing▇▇▇▇▇ Debt Obligation); (Gvii) all Contracts with any agreement Governmental Authority (“Government Contracts”); (viii) all Contracts that restricts, prohibits limit or impairs (or purports purport to restrict, prohibit or impair), or has or would reasonably be expected to have limit the effect of prohibiting, restricting or impairing, any material business practice ability of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) Seller to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any Person or products in any geographic area or during any period of time; (iiiix) compete with all joint venture, partnership or similar Contracts; (x) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person (includingof any option, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights right of first refusal or rights of first offer preferential or (IV) any limits on the use of similar right to purchase any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)Purchased Assets; (Hxi) all powers of attorney with respect to the Business or any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right;Purchased; Asset; and (Ixii) any agreement pursuant to which any Person is authorized to use, all collective bargaining agreements or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement Contracts with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsUnion. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a valid and binding agreement of on the Core MTS Business and Seller in accordance with its terms and, to the Seller’s Knowledge, is in full force and effect. Except as set forth in Section 4.07 of the Disclosure Schedules, and none of the Core MTS Business, Seller or, to the knowledge of MCKSeller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of such MTI any intention to terminate, any Material Contract. Except as set forth in Section 4.07 of the Disclosure Schedules, except for no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would not reasonably be expected, individually cause or in permit the aggregate, to be material to acceleration or other changes of any right or obligation or the Core MTS Business, taken as a wholeloss of any benefit thereunder. True Complete and complete correct copies of each MTI Material ContractContract that is included in the Purchased Assets (including all modifications, amendments and all amendments thereto, in each case subject supplements thereto and waivers thereunder) or evidences the ▇▇▇▇▇ Debt Obligation will have been made available to the redaction of certain information, have been delivered Buyer by the Delivery Date. There are no material disputes pending or threatened with respect to MCK or its outside counselany Contract included in the Purchased Assets.

Material Contracts. (ia) None Section 3.16(a) of the Core MTS Business or Disclosure Schedule sets forth a true and complete list of each of the following Contracts as of the date hereof (x) to which any of its Subsidiaries Transferred Entity is a party to or by which any of the assets of such Transferred Entity or any Purchased Asset is bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than the Credit Agreements or any other documents entered into in connection therewith) or (iy) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one handwhich are Transferred Contracts, and MCK which would, in each case, following the Closing by virtue of the transactions contemplated by this Agreement and the Ancillary Agreements, bind the Purchaser or any of its Affiliates (such Contracts set forth in Section 3.16(a) of the Disclosure Schedule or of the type listed below (whether entered on or prior to, or following, the date hereof), together with all amendments, modifications, supplements, exhibits, annexes, extensions and renewals thereof or thereto, the “Material Contracts”): (i) any Contract (A) evidencing Indebtedness of any of the Transferred Entities or the Business (B) creating any Lien (other than the MCK Contributed Entities), on the other hand; provided that, in the case Permitted Liens) upon any assets of clause any Transferred Entity or any Purchased Assets; (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any license agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains Transferred Entities or, with respect to the Business, the Seller or any of its Affiliates, (A) has acquired the right to use, or a covenant not to be sued under, use any material Intellectual Property Rightrelating to the Business, other than off-the-shelf software that is generally commercially available on non-discriminatory terms and not customized for use in the Business or (B) has granted to any third party any license to use any material Intellectual Property relating to the Business; (Iiii) any agreement pursuant to which providing for capital expenditures in excess of $100,000; (iv) any Person is authorized to use, Contract for the sale of (A) any of the assets of any Transferred Entity or receives a covenant not to be sued under, (B) any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertyof the Purchased Assets, other than those contained within customer agreements entered into the sale of inventory in the ordinary course of business consistent with past practice; (Jv) any agreement pursuant Contract relating to which any acquisition by any Transferred Entity or, with respect to the Core MTS Business has provided Business, the Seller or leasedany of its Affiliates, of any operating business or the material assets, capital stock or business division of any other Person (whether through any merger, consolidation, purchase or otherwise) that was either completed during the last three (3) years or that is pending; (vi) any Contract containing a covenant that prohibits, limits or impairs, or agreed purports to provide prohibit, limit or leaseimpair, during any source code containing period of time the ability of any Transferred Entities or, with respect to the Business, the Seller or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property of its Affiliates, to a third party (including any contingent right to receive A) compete or lease source code containing or embodying any Software included engage in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant Business or any line of business in any geographic area for any period of time; (B) solicit customers or clients; or (C) solicit or hire any employees (other than non-disclosure agreements containing such employee non-solicit or no hire provisions in the ordinary course with respect to an escrow arrangement or otherwisethe acquisition of any business); (Kvii) any agreement relating Contract that provides for any minimum purchase obligations, “most favored nation” pricing or similar provisions or that provides for exclusive or “single source” supply, distribution, marketing, sales or similar rights to the employment, severance, retention or indemnification of by any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Businessthird party; (Lviii) any agreement with or for Real Property Lease; (ix) any Related Party Contract and any Contract between the benefit of MCK Seller or any Affiliate of MCK its Subsidiaries, on the one hand, and a Subsidiary of the Seller, on the other hand; (x) any Contract pursuant to which a Transferred Entity or, with respect to the Business, the Seller or any of its Affiliates, makes or receives payments of more than $2,000,000 in any calendar year; (xi) any Contract under which any of the Transferred Entities or, with respect to the Business, the Seller or any of its Affiliates, (A) is a lessee of, or holds or operates any tangible personal property owned by any other party, or (B) is a lessor or makes available for use of any other party, any tangible personal property owned or leased by the Transferred Entities or, with respect to the Business, the Seller or any of its Affiliates, in each case of (A) or (B), for which the annual lease payments exceeds $100,000; (xii) any collective bargaining, shop, enterprise or recognition agreement or other Contract with any labor union, trade union or other similar association; (xiii) any Contract (A) creating or governing a partnership, joint venture or similar arrangement (including any stockholder, operating, limited liability company, partnership or similar agreement), (B) involving a commitment of capital or the sharing of revenues, profits or losses of the Transferred Entities or the Business, or (C) setting forth any rights (including tag-along rights, preemptive rights, rights of first refusal or rights of first offer) or restrictions or obligations that continue following (including restrictions on transfer) in respect of any Equity Interests; (xiv) any power of attorney granted to any Person to act on behalf of any of the Closing Transferred Entities or, with respect to the Business, the Seller or any of its Subsidiaries; (xv) any Contract involving any resolution or settlement of any actual or threatened Action within the last three years (other than the Transaction Documentssettlement agreements related to Excluded Liabilities); (Mxvi) each Transform Contract; (xvii) all Contracts with any agreement Material Supplier; (xviii) each Franchise Agreement; (xix) each Contract with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing Governmental Authority; and (xx) each Contract (other than any organizational documents) providing for indemnification, exculpation or advancement of expenses to any current or former officers, employees or directors of the Transaction Documents), other than agreements with MCK Transferred Entities or the Seller or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority its Affiliates relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a legal, valid and binding agreement obligation of the Core MTS Business Seller or one of its Subsidiaries, enforceable against the Seller or such Subsidiary, as applicable, and, to the Seller’s Knowledge, each other counterparty thereto, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and is in full force and effect, and none . None of the Core MTS BusinessSeller, any of its Subsidiaries or, to the knowledge of MCKSeller’s Knowledge, any other party thereto is to any Material Contract are in material breach, default or breach in violation of or under any respect of the Material Contracts, and no condition exists or event has occurred that (whether with or without notice or lapse of time or both) would constitute such a breach, default or violation by the Seller, any of its Subsidiaries or, to the Seller’s Knowledge, any other party thereto. Neither the Seller nor any of its Subsidiaries has received any written notice of (A) any default or event that, with notice or lapse of time, or both, would constitute a default under the terms of such MTI any Material Contract, except for or (B) the intention of any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, Person to be material terminate any Material Contract. The Seller has made available to the Core MTS Business, taken as a whole. True Purchaser true and complete copies of each MTI all Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselContracts.

Material Contracts. Section 3.12 of the Disclosure Schedule lists each Contract to which any Seller is a party or to which such Seller or the Purchased Assets are subject or by which such Seller or the Purchased Assets are bound that is a Material Contract. The following Contracts shall be deemed to be “Material Contracts” with respect to each Seller: any Contract that (a) after the Balance Sheet Date obligates such Seller to pay an amount of $25,000 or more, (b) has an unexpired term as of the Balance Sheet Date in excess of six months, (c) the Business is substantially dependent upon or which is otherwise material to the Business, (d) provides for an extension of credit other than credit agreements with banks having normal credit terms, (e) limits or restricts the ability of such Seller in any material respect to compete or otherwise to conduct the Business in any manner or place, (f) provides for a guaranty or indemnity by such Seller, (g) grants a power of attorney, agency or similar authority to another Person, (h) grants a right to, or obligation of, any Affiliate, officer or director or any Associate of such Seller, (i) None requires such Seller to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair)expected receipts, or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closingj) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant was not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into made in the ordinary course of business consistent with past practice; (J) any agreement pursuant business. Each Material Contract is valid and subsisting; Sellers have duly performed all their respective obligations thereunder to which the Core MTS Business has provided extent that such obligations to perform have accrued; and no breach or leaseddefault, alleged breach or default, or agreed to provide event which would (with the passage of time, notice or lease, both) constitute a breach or default thereunder by any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS BusinessSeller, or, to the best knowledge of MCKSellers, any other party thereto is in default or breach in any obligor with respect under the terms of such MTI Material Contractthereto, except for any such defaults has occurred or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a wholeresult of the Transactions will occur. True and complete copies of each MTI Material Contractthe written Contracts listed on Section 3.12 of the Disclosure Schedule, and including all amendments and supplements thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselBuyer, together with full, complete and accurate descriptions of all oral Contracts.

Material Contracts. (ia) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (ASchedule 4.17(a) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement lists each Contract that is material to Verano (such Contracts, together with all Contracts concerning the Core MTS Businessoccupancy, management, or operation of any Verano Real Property and all Verano Benefit Plans of Verano or any Verano Subsidiary, being the “Verano Material Contracts”), including the following Contracts with respect to Verano or any Verano Subsidiary: (i) all Contracts of Verano or any Verano Subsidiary involving aggregate consideration in excess of $300,000 and which, in each case, cannot be cancelled by Verano or such Verano Subsidiary without penalty or without more than 30 days’ notice; (Eii) all Contracts that provide for the indemnification by Verano or any agreement relating to the acquisition or disposition Verano Subsidiary of any business (whether by mergerPerson or the assumption of any Tax, sale environmental, or other liability of stockany Person, sale in each case outside the ordinary course of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or morebusiness; (Fiii) any agreement all Contracts relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more Verano Intellectual Property (other than (i) intercompany indebtedness among the MCK Contributed Entities “shrink-wrap” and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK other generally-available end-user licenses or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closingpermissions); (Giv) all Contracts relating to Indebtedness in excess of $300,000; (v) all Contracts that limit or purport to limit the ability of Verano or any agreement that restrictsVerano Subsidiary or any of their officers, prohibits managers or impairs (or purports directors to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any Person or products in any geographic area or during any period of time; (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (IIvi) any nonContract that grants any “most-competition favored nation” or non-solicitation restrictionsother preferential pricing in relation to any services, (III) products or territory or that requires Verano or any rights Verano Subsidiary to purchase a minimum quantity of goods or services or contains a right of first refusal option or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)similar right; (Hvii) any material agreement Contract whereby Verano or any Verano Subsidiary grants exclusivity (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing termslimited or otherwise) pursuant to which the Core MTS Business obtains the right another Person, including with respect to useproducts, markets, territories, or a covenant not to be sued under, any Intellectual Property Rightcustomers; (Iviii) any agreement pursuant to which any Person is authorized to useContract with an operating partner or concerning a partnership or joint venture, or receives any other Contract that involves a covenant not to be sued undersharing of revenues, profits, losses, costs, Taxes or liabilities by or of Verano or any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, Verano Subsidiary with any other than those contained within customer agreements entered into in the ordinary course of business consistent with past practicePerson; (Jix) all employment-related Contracts, all consulting agreements and all Contracts for the payment of commissions or bonuses to any agreement pursuant to which the Core MTS Business has provided Person, in each case involving aggregate compensation or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation other payments in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business300,000; (Lx) any agreement with consignment, distributor, dealer, manufacturer’s representative, and sales agency Contracts, in each case involving aggregate compensation or for the benefit other payments in excess of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)$300,000; (Mxi) any agreement written or unwritten communications or projections made with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment dispensaries or other assets that are generally available potential customers for purchase by business entities future supply of cannabis and related products, in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers each case which contemplates aggregate revenues or providers and which provide for annual payments expenditures in excess of less than $1.0 million; or300,000; (Nxii) any Contract whereby Verano provides or receives management, consulting or similar administrative services that involves aggregate compensation or other payments in excess of $300,000; and (xiii) any settlement agreement with or other similar agreement in respect of any Governmental Authority relating to corporate integrity, deferred prosecution, past or present proceeding during the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsCompliance Period involving payments in excess of $300,000. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Verano Material Contract”) Contract is a valid and binding agreement of the Core MTS Business on Verano or a Verano Subsidiary, as applicable, in accordance with its terms and is in full force and effect. Neither Verano nor such Verano Subsidiary, and none of the Core MTS Businessas applicable, ornor, to the knowledge of MCKVerano’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of such MTI any intention to terminate, any Verano Material Contract. No event has occurred during the Compliance Period or, except for to Verano’s Knowledge, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such defaults breach or breaches which would not reasonably be expected, individually default by Verano or in the aggregate, to be material to the Core MTS Business, taken as a wholeany Verano Subsidiary or any other party under such Verano Material Contract. True Complete and complete correct copies of each MTI Verano Material ContractContract (including all modifications, amendments, and all amendments thereto, in each case subject supplements thereto and waivers thereunder) have been made available to the redaction of certain information, have been delivered to MCK or its outside counselCompanies.

Material Contracts. (a) Schedule 5.12 sets forth a correct and complete list of the following Contracts to which any of the Sellers, RWD Canada or RWD Colombia is a party or by which any of them is bound, in each case, relating to the Business or by which any of the Acquired Assets are bound or subject (collectively, the “Material Contracts”): (i) None of the Core MTS Business each Contract pursuant to which Sellers or any of its Subsidiaries is a party Subsidiary currently leases or subleases real property to or bound by: (A) from any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or morePerson; (Bii) each Contract (or group of related Contracts with respect to a single transaction or series of related transactions) pursuant to which the Sellers or any agreement for the purchase of materials, supplies, goods, services, equipment Subsidiary currently leases personal property to or other assets from any Person providing for annual lease payments in excess of Twenty-Five Thousand Dollars ($3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements25,000) per annum; (Ciii) each Contract (or group of related Contracts with respect to a single transaction or series of related transactions) that cannot be terminated on less than ninety (90) days’ notice (and, in the aggregate with all such other Contracts, without a material monetary penalty) and involves future payments, performance or services or delivery of goods or materials to or by the Sellers or any sales, distribution Subsidiary of any amount or value reasonably expected to exceed One Hundred Thousand Dollars ($100,000) in any future twelve (12)-month period; (iv) each Contract of the Sellers or any Subsidiary relating to Intellectual Property under which the Company is a licensee or otherwise is authorized to use any Intellectual Property that is used in the business of the Company as now conducted (other than shrink wrap licenses or other similar agreement providing licenses for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments commercial off-the-shelf software with a license fee of $5.0 million 25,000 or more in MCK’s fiscal year 2016less) and each Contract or form of Contract of the Sellers or any Subsidiary by which Company licenses to another Person the right to use any Intellectual Property owned by the Company; (Dv) each Contract involving a joint venture, partnership or limited liability company involving the sharing of profits of the Sellers, any equity partnership, joint venture Subsidiary or other similar agreement or arrangement that is material to the Core MTS BusinessRWD Canada with any Person; (Evi) any agreement relating to each Contract that contains a provision that limits the acquisition or disposition freedom of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Seller or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior Subsidiary to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage compete in any line of business, (ii) sell, license or otherwise distribute services or products in to compete within any geographic area or (iii) compete with any Person or otherwise materially restricts the ability of any Seller or any Subsidiary to solicit or hire any Person or solicit business from any Person; (including, for the avoidance vii) each Contract granting any exclusive rights to any Person (including any right of doubt, any material agreement first refusal or right of first negotiation); (viii) each Contract that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses contains exclusivity or “most favored partynation” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)provisions; (Hix) each Contract providing for discounted pricing or the provision of free products to any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property RightPerson; (Ix) each Contract (i) that is a collective bargaining Contract or (ii) providing for any agreement pursuant employment, consulting, termination or severance arrangement with respect to which the Business of any Person is authorized current employee, former employee in connection with such former employee’s prior employment with a Seller or RWD Colombia to usethe extent there remains any Liability under such Contract, or receives a covenant other service provider of any Seller or any Subsidiary (including routine employment offer letters with respect to Potential Transferred Employees); it being understood that Contracts falling within this Section 5.12(x) shall not to be sued under, treated as falling within any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into subsection in the ordinary course of business consistent with past practicethis Section 5.12; (Jxi) each Contract requiring the Sellers, RWD Canada or any agreement pursuant Subsidiary to which the Core MTS Business has provided or leased, or agreed to provide or lease, indemnify any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)Person; (Kxii) any agreement each Contract relating to the employment, severance, retention any Indebtedness or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Businessguarantees thereof; (Lxiii) any agreement with each marketing, advertising, promotion or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)similar Contract; (Mxiv) any agreement with each settlement, conciliation or for similar Contract; and (xv) each and every other Contract which is otherwise material to the benefit Business, condition (financial or other), properties or results of MCK operations of the Sellers, RWD Canada or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsSubsidiary. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI written Material Contract have been made available to the Buyers. None of the Sellers, RWD Canada and RWD Colombia is a party to any oral Contract. (c) The Sellers, RWD Canada and RWD Colombia have each performed all of their obligations required to be performed by them to date and are not in breach or default (or an event that, with notice or lapse of time or both, would become a default) under any Material Contract. To the Sellers’ Knowledge, no party with whom the Sellers, RWD Canada or RWD Colombia has such a Material Contract is in breach or default (or an event that, with notice or lapse of time or both, would become a default) thereunder. All of the Material Contracts are in full force and effect and enforceable against the Sellers, RWD Canada or RWD Colombia, as applicable, and, to the Sellers’ Knowledge, the other parties thereto in accordance with their terms, subject to the Enforceability Exceptions. None of the Sellers, RWD Canada and RWD Colombia has been the subject of any warranty claim, indemnification claim or any other claim whatsoever arising out of or relating to any Material Contract, and all amendments theretono such claims have been or, in each case subject to the redaction Sellers’ Knowledge, are threatened. None of certain informationthe Material Contracts requires or provides for the payment of any rebate, allowance or other similar payment to any such party. Each of the Sellers and each of RWD Canada and RWD Colombia has paid in full all amounts due under the Material Contracts which are due and payable or accrued in accordance with GAAP, all amounts due to others under the Material Contracts (and has recognized revenues due from others thereunder in accordance with GAAP), and has satisfied in full or provided for all of its Liabilities under the Material Contracts which are due and payable, except amounts or liabilities disputed in good faith by the Company for which adequate reserves have been delivered set aside. For purposes of this Section 5.12(c) only, “Material Contracts” shall mean all Material Contracts, as defined in Section 5.12(a) but replacing the reference to MCK “One Hundred Thousand Dollars ($100,000)” with “Fifty Thousand Dollars ($50,000).” (d) The cost of completing performance of any customer Contract relating to the Business, including allocable overhead and general and administrative expenses that any Seller, RWD Canada or its outside counselRWD Colombia would have expected to incur had the Acquired Assets not been conveyed to the Buyers or the equity interests (cuotas sociales) in RWD Colombia not been sold to GP US, does not exceed in any material respect the remaining Backlog with respect to such Contract. (e) Except as disclosed on Schedule 5.12(e), no outstanding Bid or proposal to a customer of any Seller, RWD Canada or RWD Colombia exists. No such outstanding Bid or proposal relating to the Business exists in connection with which (i) a Seller, RWD Canada or RWD Colombia has commenced performance or made a commitment to commence performance prior to the award of a Contract in connection with such Bid or proposal or (ii) the revenues to be earned under the terms of such Bid or proposal are less than the cost to perform, including overhead and general and administrative costs that any Seller, RWD Canada or RWD Colombia would have expected to incur had the Acquired Assets not been conveyed to the Buyers or the equity interests (cuotas sociales) in RWD Colombia not been sold to GP US.

Material Contracts. (i) None There have been made available to Parent and ------------------ its representatives true, correct and complete copies of all of the Core MTS Business following contracts to which Company or any of its Subsidiaries is a party or by which any of them is bound (collectively, the "Material Contracts"): (i) contracts with any current officer or director of Company or any of its Subsidiaries; (ii) contracts pursuant to which Company or bound by: any of its Subsidiaries licenses other persons to use the Software and pursuant to which other persons license Company or any of its Subsidiaries to use the Licensed Software; (iii) contracts (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other any of the assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Company or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual PropertySubsidiaries, other than those contained within customer agreements contracts entered into in the ordinary course of business consistent or (B) for the grant to any person of any preferential rights to purchase any of its assets; (iv) contracts which restrict Company or any of its Subsidiaries from competing in any line of business or with past practice; any person in any geographical area or which restrict any other person from competing with Company or any of its Subsidiaries in any line of business or in any geographical area; (Jv) contracts which restrict Company or any agreement pursuant to of its Subsidiaries from disclosing any information concerning or obtained from any other person or which the Core MTS Business has provided restrict any other person from disclosing any information concerning or leasedobtained from Company or any of its Subsidiaries; (vi) indentures, or agreed to provide or leasecredit agreements, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertysecurity agreements, whether pursuant to an escrow arrangement or otherwise); (K) any agreement mortgages, guarantees, promissory notes and other contracts relating to the employmentborrowing of money; and (vii) all other agreements, severance, retention contracts or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK instruments entered into on arm’s length terms and in outside of the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that which are generally available for purchase by business entities material to Company. Except as specified in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (NSection 4.1(l) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is Disclosure Schedule, all of the Material Contracts are in full force and effecteffect and are the legal, valid and none binding obligation of Company and/or its Subsidiaries, enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as specified in Section 4.1(l) of the Core MTS BusinessDisclosure Schedule, orneither Company nor any of its Subsidiaries is in breach or default in any material respect under any Material Contract nor, to the knowledge of MCKCompany, is any other party thereto is to any Material Contract in breach or default or breach thereunder in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselrespect.

Material Contracts. (i) None The Company Benefit Plans, the Contracts filed as exhibits to the Filed SEC Documents and those agreements listed in Section 3.01(j) in the Company Disclosure Letter (such contracts, collectively, the “Company Material Contracts”), together constitute a complete and accurate list of each of the Core MTS Business following Contracts (without duplication) of the Company or of any of its Subsidiaries is a party Subsidiaries, including without limitation oral contracts within the Knowledge of the Company, that are in effect or as to which any rights or bound byobligations are outstanding: (A) any agreement for all Contracts that constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the lease or sublease (whether of real or personal propertySecurities Act) providing for annual payments of $750,000 or moreto the Company; (B) any agreement for the purchase of materials, supplies, goods, services, equipment all Contracts that constitute a contract committing to or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement otherwise relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness Indebtedness for borrowed money, money or the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any an asset) involving payment obligations ), in each case in excess of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing)5,000,000; (GC) any agreement all Contracts containing provisions that restricts, prohibits limit or impairs (or purports purport to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedomlimit, in any material respect, the ability of the Core MTS Business Company or any of its Subsidiaries or Affiliates, including, upon consummation of the Merger, the Surviving Corporation, or any of their respective employees to: (x) sell any products, commodities or the Company after the Closing) services of or to conduct the following activities any other Person, (iy) engage in any line of businessbusiness or (z) compete with or obtain products, (ii) sellcommodities or services from any other Person or limit the ability of any Person to provide products, license commodities or otherwise distribute services to the Company or products any of its Subsidiaries, in each case, in any geographic area or (iii) compete with during any Person (including, for the avoidance period of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)time; (HD) all Contracts that by their terms call for aggregate payments or consideration or other performance by the Company or any of its Subsidiaries of more than $5,000,000 over the remaining term of such Contract, except for any such Contract that may be canceled, pursuant to its terms or applicable Law, without any material agreement (excluding licenses for commercial off penalty, acceleration or other liability to the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to useCompany or any of its Subsidiaries, upon notice of 180 days or a covenant not to be sued under, any Intellectual Property Rightfewer; (IE) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in all Contracts that concern the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a distribution by third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale parties of materials, supplies, goods, services or other commodities or equipment involving commitment for sales of more than $5,000,000 in the aggregate in any calendar year; (excluding F) all Contracts that contain any employment agreementsprovision providing for an “earn-out,” contingent purchase price or similar contingent payment obligation on the part of any Company or Subsidiary, in each case in an amount in excess of $5,000,000; (G) all Contracts involving future payment obligations by any party in excess of $5,000,000 that would be terminable other than by the Company or its Subsidiaries or under which a payment obligation would arise or be accelerated (whether of severance pay or otherwise), equipment in each case as a result of the consummation of the transactions contemplated by this Agreement (either alone or upon the passage of time or occurrence of any additional acts or events); (H) all Contracts (including without limitation with respect to employment) between the Company or any of its Subsidiaries, on the one hand, and any Affiliate, director or officer (or, to the Knowledge of the Company, any of their respective Affiliates), on the other hand, other than: (x) contracts between the Company and any of its Subsidiaries and (y) contracts among Subsidiaries of the Company; (I) all Real Property Leases, and all leases of personal property providing for annual rentals of $2,500,000 or more or aggregate future payments of $5,000,000 or more that cannot be terminated on not more than 180 days’ notice without payment by any Company or Subsidiary of any penalty of more than $1,000,000; (J) all licenses (inbound and outbound), sublicenses, development agreements, material transfer agreements and other agreements under which the Company or any of its Subsidiaries has granted or received the right to use any Intellectual Property (other than licenses for readily available commercial software), in each case that are material to the business of the Company and its Subsidiaries; (K) all partnership, joint venture, profit sharing, agreement of alliance or cooperation or other assets similar agreements or arrangements or agreements providing for the formation of any such relationship or involving an equity investment by or in any other entity, in each case involving an investment by the Company of $5,000,000 or more; (L) all Contracts that were entered into for the acquisition of the securities of any other Person or entity or that relate to the past or future disposition or acquisition of any assets, properties or the operating business of the Company, its Subsidiaries or any other Person or entity, in each case valued in excess of $5,000,000; and (M) all other Contracts, whether or not made in the ordinary course of business, that are generally available for purchase by business entities in material to the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers Company and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrityits Subsidiaries, deferred prosecutiontaken as a whole, or the Core MTS Business’ conduct of the business of the Company and its Subsidiaries, taken as a whole, or MCK’s material non-compliance with Health Care Lawsthe absence of which would, in the aggregate, have a Material Adverse Effect. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which Except as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) neither the Company nor any Subsidiary of the Company is in breach, default or violation of the terms of any Company Material Contract and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries; (B) the Company and each of its Subsidiaries has in all respects performed all obligations required to be material performed by it to date under each Company Material Contract; and (C) each Company Material Contract is a valid and binding obligation of the Company or the Subsidiaries of the Company party thereto, is in full force and effect and is enforceable against the Company and its Subsidiaries and, to the Core MTS BusinessKnowledge of the Company, taken as a whole. True the other parties thereto in accordance with its terms, except that (x) 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 complete copies (y) equitable remedies of each MTI Material Contractspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and all amendments thereto, in each case subject except to the redaction of certain information, have been delivered to MCK or extent that any such Company Material Contract has previously expired in accordance with its outside counselterms.

Material Contracts. (ia) None Except for this Agreement, Contracts terminable by the other party or parties thereto on ninety days’ or less notice (without penalty; provided that any requirement to pay costs and expenses in connection with the termination of any such Contract consisting of reimbursement of expenses incurred and reasonable wind-down costs shall not constitute a penalty, and including, for the avoidance of doubt, Company Benefit Plans), as of the Core MTS Business or date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by, without duplication: (Ai) any agreement for the lease Contract with a Top Customer or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreTop Supplier; (Bii) any agreement for the purchase of materialsContract with any agent, supplies, goods, services, equipment distributor or other assets providing for sales representative (including “authorized dealers”) involving annual payments aggregate consideration in excess of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements400 thousand; (Ciii) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016Company Government Contract; (Div) any equity partnership, joint venture Contract (other than those solely between or other similar agreement or arrangement that is material to among the Core MTS Business; (ECompany and any of its Wholly Owned Subsidiaries) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness Indebtedness for borrowed money, money or the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations in excess of $1,500,000 250 thousand; (v) any Contract evidencing financial or more commodity hedging or similar trading activities, including any interest rate swaps, financial derivatives master agreements or confirmations, or futures account opening agreements and/or brokerage statements or similar Contract; (vi) any Contract for any Leased Real Property or the lease of personal property providing, in each case, for annual payments thereunder of $750 thousand or more; (vii) any Contract pursuant to which the Company or any of its Subsidiaries (i) grants or receives any license, sublicense, covenant not to s▇▇, release, or option in or to any Intellectual Property Rights that are material to the business of the Company or any of its Subsidiaries, other than (iA) intercompany indebtedness among nonexclusive licenses or sublicenses granted to the MCK Contributed Entities Company or its Subsidiaries with respect to off-the-shelf Software or information technology services that have been granted on standardized, generally available terms, and (B) Customer and Vendor Licenses, in the case of clauses (A) and (B), that are granted or acquired in the Ordinary Course of Business, (ii) intercompany indebtedness assigns or agrees to assign any Company IP that is material to the business of the Company or any of its Subsidiaries taken as a whole or (iii) otherwise agrees to limit its use or exploitation of any Trademarks owned by the Company (including, as applicable, pursuant to any co-existence or consent agreement); (viii) any Contract related to a collective bargaining arrangement or with a labor union, labor organization, works council or similar organization; (ix) any Contract related to any settlement of any Proceeding; (x) any Contract outside the Ordinary Course of Business providing for indemnification or any guarantee by the Company or any of its Subsidiaries of any Person or pursuant to which any indemnification or guarantee obligations of the Company or any of its Subsidiaries remain outstanding or otherwise survive as of the date of this Agreement; (xi) any Contract between the Company and a labor union, labor organization, works council or similar organization; (xii) any partnership, limited liability company, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture, except for any such agreements or arrangements solely between the Company and its Wholly Owned Subsidiaries or solely among the Company’s Wholly Owned Subsidiaries; (xiii) relating to the, direct or indirect, acquisition or disposition of any capital stock or other securities, assets or business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which the MCK Contributed EntityCompany or any of its Subsidiaries reasonably expects to be required to pay or receive any earn-out, deferred or other contingent payments; (xiv) any Contract that contains a put, call, right of first refusal, right of first offer or similar right or obligation or any other obligation pursuant to which the Company or any of its Subsidiaries could be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or business reasonably expected to result in payments with a value in excess of $750 thousand in any twelve-month period; (xv) any Contract that (A) purports to restrict the ability of the Company or any of its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates from in a material way (1) directly or indirectly, engaging in any business or competing in any business with any Person (including soliciting clients or customers), (2) operating its business in any manner or location or (3) enforcing any of its rights with respect to any of its material assets, (B) by its terms could require the, direct or indirect, disposition of any material assets or line of business of the Company or any of its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates, or, direct or indirect, acquisition by the Company or any of its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates, of any material assets or line of business of any other Person, (C) grants “most favored nation” status to any other Person that, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates or (D) includes “take or pay” requirements or similar provisions obligating a Person to obtain a minimum quantity of goods or services from another Person or would constitute a “requirements” contract, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates; (xvi) any Contract containing a standstill or similar agreement pursuant to which the Company or any of its Affiliates has agreed not to acquire assets or securities of the other party or any of its Affiliates; (xvii) any Contract that prohibits the payment of dividends or distributions in respect of the capital stock or other equity interests of the Company or any of its Subsidiaries, the pledging of the capital stock or other equity interests of the Company or any of its Subsidiaries or the incurrence of Indebtedness by the Company or any of its Subsidiaries; (xviii) any Contract between the Company or any of its Subsidiaries, on the one hand, and MCK any director or officer of the Company or any Person beneficially owning five percent or more of its Affiliates (other than the MCK Contributed Entities)outstanding Shares or shares of common stock of any of their respective Affiliates, on the other hand; provided that, and (xix) any other Contract or group of related Contracts not otherwise described in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities foregoing clauses (i) engage through (xviii) of this Section 5.11(a) that is material to the Company and its Subsidiaries, taken as a whole, or would prevent, materially delay or materially impair the ability of the Company to consummate the Transactions (together with each Contract constituting any of the foregoing types of Contracts described in clauses (i) through (xviii) of this Section 5.11(a) and together with any line of businessContract that has been or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10)(i), (ii) sell, license or otherwise distribute services or products in any geographic area or (iiiiv) compete with any Person of Regulation S-K under the Securities Act or disclosed as a “material contract” on a Current Report on Form 8-K, a “Material Contract”). (b) A correct and complete copy of each Material Contract (including, for the avoidance of doubt, any material agreement that includes amendments or supplements thereto) has been made available to Parent, except the Contracts set forth in Section 5.11(a)(i) and Section 5.11(a)(ii) (Iand the related schedule for purposes of Section 5.11(a)(i) grants by and Section 5.11(a)(ii)), which shall be provided as promptly as practicable following the Core MTS date of this Agreement and in no event later than fifteen Business Days following the date of exclusive rightsthis Agreement. (c) Except for expirations, exclusive territories, exclusive licenses or “most favored party” rights, (II) including any non-competition or non-solicitation restrictionsrenewals, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course Ordinary Course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in accordance with the ordinary course terms of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI such Material Contract”) is a valid and binding agreement of the Core MTS Business and , each Material Contract is in full force and effect, valid and none binding on, and enforceable against, the Company and/or one or more of its Subsidiaries, as the Core MTS Businesscase may be, orand, to the knowledge Knowledge of MCKthe Company, any each other party thereto is in default or breach in any respect under thereto, subject to the terms of such MTI Material ContractBankruptcy and Equity Exception, except for any such defaults or breaches which as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be material result in a Material Adverse Effect. (d) There is no breach or violation of, or default under, any Material Contract by the Company or any of its Subsidiaries or, to the Core MTS BusinessKnowledge of the Company, taken as any other party thereto, and, subject to Sections 5.4(b)(iii) and 5.17(c) of the Company Disclosure Schedule, no event has occurred that with or without notice, lapse of time or both, would constitute or result in a whole. True and complete copies breach or violation of, or default under, any such Contract by the Company or any of each MTI Material Contractits Subsidiaries or, and all amendments theretoto the Knowledge of the Company, any other party thereto or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, in each case subject case, except as would not, individually or in the aggregate, reasonably be expected to the redaction of certain information, have been delivered to MCK or its outside counselresult in a Material Adverse Effect.

Material Contracts. (i) None of All contracts, licences, leases, agreements, commitments, entitlements or engagements to which the Core MTS Business Corporation or any of its Subsidiaries subsidiaries is a party to or by which any of them is bound by: (A) any agreement for the lease or sublease (whether written or oral): (i) which involve aggregate future payments by or to any of them in excess of $1,000,000 in any 12-month period or which extend for a period of more than two years and are not terminable without penalty of less than $1,000,000; (ii) which are leases of real property; (iii) with any Governmental Entity (including licences); (iv) which, if terminated without the consent of the Corporation or personal propertyany of the subsidiaries, would have, or reasonably be expected to have, a Material Adverse Effect; (v) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materialssecurities or assets of the Corporation or any of its subsidiaries, suppliesor for the acquisition of securities, goodsassets or businesses of others (by merger, servicesamalgamation, equipment reorganization, arrangement or otherwise) and related agreements (other assets that provides than contracts entered into in the ordinary and regular course of business) or for annual payments the grant to any Person of $5.0 million any preferential rights to purchase any of its assets; (vi) licences to or more in MCK’s fiscal year 2016; (D) from any equity partnership, joint venture or other similar agreement or arrangement third parties of any Intellectual Property that is material to the Core MTS Business; businesses of the Corporation and its subsidiaries; (Evii) any agreement relating which relate to management service, distribution, or relationships material to the acquisition or disposition business of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Corporation or any of its Affiliates subsidiaries taken as a whole; (viii) which are indentures, credit agreements, security agreements, mortgages, hypothecs, guarantees, promissory notes and other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement contracts relating to the employmentborrowing of money; (ix) which constitute or relate to related party transactions; (x) which are with material suppliers of products or services to the Corporation or any of its subsidiaries; and (xi) which are otherwise material and outside the ordinary and regular course of business; (collectively, severance“Material Contracts”) are, retention or indemnification of any service provider if required by applicable Securities Laws, properly disclosed in the Corporation Public Disclosure Record. Each of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and Contracts is in full force and effect, is valid, binding and none enforceable against the parties thereto, and has not been modified by any agreement (written or oral), has not been assigned, transferred or hypothecated, nor has any notice of termination been given thereunder. Neither the Core MTS Business, or, to the knowledge Corporation nor any of MCK, any other party thereto its subsidiaries is in breach or default under any Material Contract or is aware of any condition that with the passage of time or the giving of notice or both would result in such a breach in any respect under the terms of such MTI Material Contractor default, except for in each case where any such breaches or defaults or breaches which would not reasonably be expectednot, individually or in the aggregate, to be constitute a material default thereunder. Neither the Corporation nor any subsidiary of the Corporation knows of, or has received written notice of, any breach or default under (nor, to the Core MTS Businessknowledge of the Corporation, taken as does there exist any condition which with the passage of time or the giving of notice or both would result in such a whole. True and complete copies of each MTI breach or default under) any Material Contract, and all amendments Contract by any other party thereto, except where any such violation or default would not, individually or in each case subject to the redaction of certain informationaggregate, have been delivered to MCK or its outside counselconstitute a material default thereunder.

Material Contracts. (ia) None Except for the Contracts disclosed in Schedule 3.11 (and referenced to the applicable subsection below), as of the Core MTS Business date of this Agreement, and, in each case, with respect to, or any of its Subsidiaries relation to the Business, Seller is not a party to or bound bysubject to any: (Ai) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of by Seller of, or pursuant to which in the last year Seller paid, in the aggregate $3.0 million 10,000 or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsmore; (Cii) any sales, distribution or other similar agreement providing for the sale or license by Seller of materials, supplies, goods, services, equipment or other assets that provides provide for annual payments of to Seller of, or pursuant to which in the last year Seller received, in the aggregate $5.0 million 10,000 or more in MCK’s fiscal year 2016more; (Diii) maintenance agreements (“Maintenance Agreements”), except as set forth on Schedule 3.11(a)(iii), which schedule lists all customer names, invoice dates, renewal dates, value of maintenance contracts, and any equity non-standard terms; (iv) partnership, joint venture or other similar agreement contract arrangement or arrangement that is material to the Core MTS Businessagreement; (Ev) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement contract relating to indebtedness for borrowed money, money or the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such except contracts relating to indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into incurred in the ordinary course of business consistent with past practicein an amount not exceeding $10,000; (Jvi) any agreement pursuant to which the Core MTS Business has provided employment or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)consulting agreement; (Kvii) any license, technology transfer, franchise, source code escrow or other agreement relating to the employment, severance, retention or indemnification in respect of any service provider of the Core MTS Business with a base salary Intellectual Property or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Businessproperty owned or used by Seller; (Lviii) agency, dealer, sales representative or other similar agreement; (ix) contract or other document that limits the freedom of Seller to compete in any agreement line of business or with any Person or in any area to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset and that would so limit the freedom of Buyer after the Closing Date; (x) contract or commitment with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents);Interested Person; or (Mxi) any agreement with other contract or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and commitment not made in the ordinary course of business for that is material to the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsBusiness taken as a whole. (iib) Each agreement Contract disclosed in any Schedule to this Agreement or required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”3.11(a) is a valid and binding agreement of the Core MTS Business Seller and is in full force and effect, and none of the Core MTS Business, orneither Seller nor, to the knowledge of MCKSeller’s Knowledge, any other party thereto is in default or breach in any material respect under the terms of any such MTI Material Contract, nor, to Seller’s Knowledge, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute an event of default thereunder. (c) Each Contract disclosed in any Schedule to this agreement is not subject to any amendments, side letters, modifications or other agreements relating thereto, except for written amendments, modifications or other agreements as so disclosed in any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselSchedule.

Material Contracts. (iSet forth in Schedule 3.1(n) None of the Core MTS Business Company Disclosure Schedule is a true and complete list of each of the following contracts and agreements of the Company or any of its Subsidiaries is a party to as in effect on the date of this Agreement, whether written or bound by:oral (such contracts or agreements, "MATERIAL CONTRACTS"): (Aa) material contracts and agreements (and any agreement for material modifications and amendments thereto) with any of the lease or sublease 19 Persons set forth on Section (whether a) of real or personal propertySchedule 3.1(n) providing for annual payments of $750,000 or morethe Company Disclosure Schedule; (Bb) material contracts and agreements (and any agreement for material modifications and amendments thereto) with any singer, musician, publisher or producer (each, an "ARTIST") who renders services or otherwise participates in the purchase preparation or production of materialsany sound recordings in which the Company or a Subsidiary owns, supplieslicenses or otherwise controls the copyright under federal, goodsforeign or common copyright law ("MASTER RECORDINGS"), serviceswhich contain any "change of control" provisions or any provisions that would be triggered upon a sale of the Company or, equipment with respect to material contracts or other assets providing for annual payments agreements with any of $3.0 million or more in MCK’s fiscal year 2016the Persons set forth on Section (a) of Schedule 3.1(n) of the Company Disclosure Schedule, including upon a sale of any independent contractor agreements, but excluding any employment agreementsSubsidiaries of the Company; (Cc) material contracts and agreements (and any material modifications and amendments thereto) with the songwriters listed on Section (c) of Schedule 3.1(n) of the Company Disclosure Schedule; 29 22 (d) material contracts and agreements containing material covenants limiting the freedom of the Company or any Subsidiary after the date hereof (i) to engage in any line of business in any geographic area or to compete with any Person that impairs in any material respect the operation of the business of the Company and the Subsidiaries, taken as a whole, including limitations on the Company's freedom to enter into other contracts, in each case except for any sales, distribution distribution, licensing and similar agreements made in the ordinary course of business, or (ii) to incur indebtedness for borrowed money (other than pursuant to joint venture, partnership or similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016agreements); (De) key-man" contracts or agreements which give rise to any right of termination or the loss of any benefit or increase in liability of the Company or any Subsidiary, if a specified individual shall cease to be an Employee of the Company or any Subsidiary of the Company or shall cease to be employed in a specified capacity by the Company or such Subsidiary; (f) contracts and agreements (and any material modifications and amendments thereto) with, or on behalf of, any Artist, production company, songwriter or publishing company in respect of whom or which the Company and its Subsidiaries are committed to pay advances after the date hereof which exceed $50 million, other than any immaterial contract or agreement that is ancillary to the principal contract(s) or agreement(s) (or to any material modifications or amendments thereto) relating to the foregoing; (g) contracts and agreements (and any material modifications and amendments thereto) pursuant to which the Company or any of its Subsidiaries has engaged a third party as a distributor in any territory, or agrees to act as a distributor for a third party in any territory, and pursuant to which the Company or such Subsidiary is obligated to make, or is entitled to receive, payments which are reasonably likely to exceed $100 million per year, other than any immaterial contract or agreement that is ancillary to the principal contract(s) or agreement(s) (or to any material modifications or amendments thereto) relating to the foregoing; (h) contracts and agreements (and any material modifications and amendments thereto) to which any of the Master Recordings, music videos or video clips, films or other products or services of Purchaser or any of its Subsidiaries (other than, following the Closing, the Company and its Subsidiaries) would become subject upon consummation of any of the transactions contemplated by this Agreement; (i) employment contracts or agreements with any of the individuals set forth on Section (i) of Schedule 3.1(n) of the Company Disclosure Schedule; 30 23 (j) contracts or instruments under which the Company or any of its Subsidiaries has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Person (other than the Company or a Subsidiary), in each case, which guarantee obligation is reasonably likely to exceed $20 million, or the aggregate of which guarantee obligations are reasonably likely to exceed $40 million; or (k) any equity partnership, joint venture or other similar contract or agreement or arrangement that is material to the Core MTS Business; (E) with any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more Person (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Company or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing termsSubsidiaries) pursuant to which the Core MTS Business obtains the right Company or such Subsidiary has an existing commitment to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation pay in excess of $300,000 per year, other than those that can be terminated without liability to 100 million after the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsdate hereof. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (a) Section 4.10(a) of the Disclosure Schedules sets forth each of the following Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to which Seller is a party or by which it is bound in connection with the Business or the Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Leased Real Property (including, brokerage contracts) listed or otherwise disclosed in Section 4.13(a) of the Disclosure Schedules and all Intellectual Property Agreements listed in Section 2.01(d) of the Disclosure Schedules, being “Material Contracts”): (i) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments all Contracts involving aggregate consideration in excess of $750,000 10,000 and which, in each case, cannot be cancelled without penalty or morewithout more than ten (10) days’ notice; (Bii) any agreement for all Contracts that require Seller to purchase or sell a stated portion of the purchase requirements or outputs of materials, supplies, goods, services, equipment the Business or other assets providing for annual payments of $3.0 million that contain “take or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementspay” provisions; (Ciii) all Contracts that provide for the indemnification of any salesPerson or the assumption of any Tax, distribution environmental or other similar agreement providing for the sale Liability of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016any Person; (Div) any equity partnership, joint venture or other similar agreement or arrangement all Contracts that is material to the Core MTS Business; (E) any agreement relating relate to the acquisition or disposition of any business 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) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (Gv) any agreement that restrictsall broker, prohibits distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; (vi) all employment agreements and Contracts with independent contractors or impairs consultants (or purports similar arrangements) which are not cancellable without material penalty or without more than ten (10) days’ notice and all non-competition, non-solicitation and confidentiality agreements from current and former independent contractors, consultants and employees of Seller that are currently in effect; (vii) except for Contracts relating to restricttrade receivables, prohibit all Contracts relating to indebtedness (including guarantees); (viii) all Contracts with any Governmental Authority (“Government Contracts”); (ix) all Contracts that limit or impair), or has or would reasonably be expected purport to have limit the effect ability of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) Seller to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any Person or products in any geographic area or during any period of time; (iiix) compete with all joint venture, partnership or similar Contracts; (xi) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person (includingof any option, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights right of first refusal or rights of first offer preferential or (IV) any limits on the use of similar right to purchase any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)Purchased Assets; (Hxii) all powers of attorney with respect to the Business or any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property RightPurchased Asset; (Ixiii) all collective bargaining agreements or Contracts with any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice;Union; and (Jxiv) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating all other Contracts that are material to the employment, severance, retention Purchased Assets or indemnification of any service provider the operation of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be not previously disclosed pursuant to this Section 4.02(i4.10. (b) (each, a “MTI Each Material Contract”) Contract is a valid and binding agreement of the Core MTS Business on Seller in accordance with its terms and is in full force and effect, and none . None of the Core MTS Business, or, to the knowledge of MCK, Seller or any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any respect under the terms material respect, or has provided or received any notice of such MTI any intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would not reasonably be expected, individually cause or in permit the aggregate, to be material to acceleration or other changes of any right or obligation or the Core MTS Business, taken as a wholeloss of any benefit thereunder. True Complete and complete correct copies of each MTI Material ContractContract (including all modifications, amendments and all amendments thereto, in each case subject to the redaction of certain information, supplements thereto and waivers thereunder) have been delivered made available to MCK Buyer. There are no material disputes pending or its outside counselthreatened under any Contract included in the Purchased Assets.

Material Contracts. (a) Set forth on Schedule 3.10, which incorporates by reference EXHIBITS B-1, ▇-▇, ▇-▇ ▇▇▇ B-4 and EXHI▇▇▇▇ ▇-▇, ▇-▇, ▇-▇ ▇▇▇ D-4 (to the extent Contracts are specifically listed therein), is a complete list of all of the following Contracts to which the Company, the Subsidiary or the Practice is a party or by which any of them is bound, used in, related to or necessary for the operation of the Acquired Businesses or the Practice, provided, however, with respect to the Practice except as set forth herein, only those Contracts relating to the operations of the Practice managed by the Company pursuant to and including the Business Management Agreement are required to be set forth on Schedule 3.10: (i) None all Contracts relating to the employment of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreperson, and all bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, phantom stock, retirement and other employee benefit plans; (Bii) all Contracts which contain restrictions with respect to payment of dividends or any agreement for the purchase other distribution in respect of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsits capital stock; (Ciii) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments all Contracts relating to capital expenditures in excess of $5.0 million or more in MCK’s fiscal year 201615,000; (Div) all loans, advances to, and investments in, any equity partnershipother Person, joint venture and all Contracts relating to the making of any such loan, advance or investment; (v) all guarantees and other contingent liabilities with respect to any indebtedness or obligation of any other Person (other than the endorsement of negotiable instruments for collection in the Ordinary Course of Business); (vi) all management services, consulting and any other similar agreement type contracts; (vii) all leases of personal property providing for lease payments in excess of $5,000 per annum and a term of more than two years; (viii) all Contracts materially limiting the freedom of the Company to engage in any line of business or arrangement that is material to compete with any other Person; (ix) all Contracts not entered into in the Core MTS Ordinary Course of Business; (Ex) any agreement all Contracts (other than contracts relating to capital expenditures) which involve the acquisition expenditure by the Company or disposition the Subsidiary, as the case may be, of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of more than $250,000 or more10,000; (Fxi) any agreement relating to indebtedness for borrowed moneyContract with any director, officer or employee of either of the deferred purchase price Sellers or Contract with any Related Person of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing)Sellers; (Gxii) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would all Contracts which might reasonably be expected to have a potential Material Adverse Effect on the effect business or operations of prohibiting, restricting or impairing, any material business practice either of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)Sellers; (Hxiii) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant all Contracts with Payors or contracts to which the Core MTS Business obtains the right to use, provide optometric services or a covenant not to be sued under, any Intellectual Property Righthealth care services; (Ixiv) any agreement pursuant all Contracts engaging a person to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property perform services as an independent contractor and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice;consultant; and (Jxv) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating all other Contracts material to the employmentbusiness, severance, retention or indemnification of any service provider operations and assets of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, Sellers or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsPractice. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (eachExcept as set forth on Schedule 3.10, a “MTI Material Contract”) each Contract set forth on Schedule 3.10 is a valid and binding agreement of the Core MTS Business Company, the Subsidiary or the Practice, as the case may be, and is in full force and effecteffect and enforceable in accordance with its terms. Subject to obtaining the requisite consents set forth on Schedule 3.11(a), 3.11(b) or 3.23(b) hereto, the enforceability of such Contracts will not be affected in any manner by the execution and delivery of this Agreement and the consummation of the Subject Transactions. None of the Company, the Subsidiary or the Practice has violated any of the material terms or conditions of any of the Contracts set forth on Schedule 3.10 to which it is a party and none of the Core MTS BusinessCompany, orthe Subsidiary or the Practice is otherwise in material default thereof, and, to the knowledge Knowledge of MCKthe Sellers, except as set forth on Schedule 3.10, all of the material terms and conditions to be performed by any party thereto other than the Company, the Subsidiary and the Practice have been fully performed and each such Contract is free from any right of termination on the part of any party thereto. There exists no default or event of default under any of the Contracts set forth on Schedule 3.10 or event, occurrence, condition or act (including the purchase of the Assets hereunder, subject to obtaining the requisite consents set forth on Schedule 3.11(a), 3.11(b) or 3.23(b) hereto) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder. None of the parties to any of the Contracts has given notice (written or oral) of its intent to terminate such Contract and neither the Company nor the Subsidiary has Knowledge that any party thereto is in default intends to terminate any Contract prior to or breach in any respect under following the terms consummation of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a wholeSubject Transactions. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, There have been delivered no amendments or modifications to MCK or its outside counselany of the Contracts except as set forth on Schedule 3.10.

Material Contracts. (a) Schedule 4.12 of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date hereof, of all contracts, commitments, licenses, agreements, obligations or arrangements, whether oral or written, formal or informal, to which the Company or any Company Subsidiary is a party (or intends to become a party) or to which any of their respective assets or properties is bound: (i) None under which the Company or a Company Subsidiary leases personal property from or to third parties under operating leases which involve payments in excess of $25,000 per annum; (ii) for the Core MTS Business purchase or any sale of its Subsidiaries is a party to products or bound by: other personal property or for the furnishing or receipt of services (A) any agreement which calls for the lease or sublease performance over a period of more than one (whether of real or personal property1) providing for annual year, (B) which involves payments of more than $750,000 50,000 in the aggregate or more(C) in which the Company or any Company Subsidiary has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person which involves payments in excess of $50,000, but excluding purchase orders or sales contracts which are revocable without penalty by the Company or any Company Subsidiary; (iii) (A) granting representation, marketing or distribution rights or (B) any agreement for the purchase of materialsrelating to Intellectual Property (including, supplieswithout limitation, goodslicense, services, equipment franchise or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor similar agreements, but excluding any employment agreements); (Civ) establishing or maintaining any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or strategic alliance or pursuant to which the Company or any Company Subsidiary has purchased the assets, business or Equity Interests of any other similar agreement or arrangement that is material to Person during the Core MTS Businesslast three (3) years; (Ev) any agreement relating to the acquisition under which there is or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, may be imposed a Lien on the one hand, and MCK or any of its Affiliates assets, whether tangible or intangible (other than the MCK Contributed Entities), on the other hand; provided that, Liens granted in the case favor of clause (ii) any such indebtedness shall be paid off in full at or prior to the ClosingParent); (Gvi) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) concerning any non-competition or non-solicitation restrictions, (III) any rights obligations entered into outside the ordinary course of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)business; (Hvii) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to under which the Core MTS Business obtains the right to useCompany or any Company Subsidiary is or would be restricted from carrying on its business or any part thereof, or a covenant not to be sued under, from competing in any Intellectual Property Rightline of business or with any Person; (Iviii) with officers, directors, employees or consultants of the Company or any agreement pursuant to which Company Subsidiary; (ix) resulting in or providing for the creation of any Person is authorized to use, or receives a covenant not to be sued under, Lien (including any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, lease notifications) other than those contained within customer agreements any Liens granted in favor of Parent; (x) involving any Affiliates of the Company or any Company Subsidiary; (xi) under which the consequences of a default or termination could reasonably be likely to have a Company Material Adverse Effect; and (xii) not entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider and not otherwise disclosed on Schedule 4.12 of the Core MTS Business with a base salary or base compensation Company Disclosure Schedule in excess response to any of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsforegoing clauses. (iib) All of the contracts, commitments, licenses, agreements, obligations or arrangements described in clauses (i) through (xii) of Section 4.12(a), together with the real property leases, subleases, licenses and other interests described in Section 4.22, whether entered into prior to, on or after the Effective Time, are each referred to herein as a “Material Contract” and are collectively referred to herein as the “Material Contracts.” (c) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract existing as of the date hereof is a legal, valid and binding agreement obligation of each of the Core MTS Business Company or any Company Subsidiary that is a party thereto, on the one hand, and to the Knowledge of the Company or any Company Subsidiary, the other parties thereto, on the other hand, enforceable against each of them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and is in full force and effect. The parties to each Material Contract are in substantial compliance with the terms thereof, and none no default or event of default by any of the Core MTS Business, Company or any Company Subsidiary or, to the knowledge Knowledge of MCKthe Company or any Company Subsidiary, any other party thereto exists thereunder. (d) None of the Company or any Company Subsidiary is in default a party to any contract, commitment, license, agreement, obligation or breach arrangement that restricts it from carrying on its business or any part thereof, or from competing in any respect under the terms line of such MTI Material Contract, except for business or with any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselother Person.

Material Contracts. (a) Except as set forth in Section 3.10(a) of the Seller Disclosure Schedule, as of the Closing Date, neither Parent nor any of its Affiliates is a party to any currently effective Contract related primarily to the Business, and none of the Purchased Assets or Business Licensed Intellectual Property are subject to any Contract, that involve (each, a “Material Contract”): (i) None of the Core MTS Business any Top Customer; (ii) any Top Supplier; (iii) obligations (contingent or otherwise) of, or payments by, Parent or any of its Subsidiaries is a party Affiliates related primarily to the Business in excess of $50,000 in any one calendar year or $100,000 over the current term of such agreement (other than those written agreements with employees or individual consultants); (iv) payments to Parent or any of its Affiliates related primarily to the Business in excess of $50,000 in any one calendar year or $100,000 over the current term of such agreement; (v) the license, assignment or transfer of any material Intellectual Property right to or bound by:from Parent or any of its Affiliates used or held for use exclusively in connection with the Business or the Products, including without limitation the Licensed Intellectual Property Agreements (in each case, other than non-exclusive licenses to Parent or its Affiliates arising from the purchase of “off-the-shelf” or other standard products, non-exclusive licenses from Parent or its Affiliates to persons solely for the purpose of such person providing services or products to Parent or its Affiliates, or non-disclosure agreements or agreements in the form(s) previously provided to Buyer relating to proprietary information and inventions executed in favor of Parent and its Affiliates by employees that are not key officers or key employees of Parent and its Affiliates (collectively, “Excluded Contracts”)); (vi) any restriction on the right or ability of Parent or any of its Affiliates to do any of the following in each case, with respect to the Business: (A) to solicit any agreement for customer of any other person; (B) to acquire any product or other asset or any services from any other person; (C) to solicit, hire or retain any person as an employee, consultant or independent contractor; or (D) to engage in the lease Business in any geographic area or sublease (whether market segment or during any period of real or personal property) providing for annual payments of $750,000 or moretime; (Bvii) the design, development, or testing of the Products, or clinical trials (including pre- and post-marketing trials) relating to the Products; (viii) the manufacture, marketing, sale or distribution of any agreement for Products in any jurisdiction, or any restrictions on Parent’s or any of its Affiliates’ exclusive rights to develop, manufacture, assemble, distribute, market and sell the Products; (ix) indemnification by Parent or any of its Affiliates with respect to infringements of Intellectual Property rights primarily used in or primarily related to the Products or the Business; (x) the purchase of materials, supplies, goods, services, supplies or equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material primarily related to the Core MTS Business; (Exi) any agreement relating to the acquisition joint ventures, partnerships or disposition teaming arrangements, or involving a sharing of any business (whether by mergerprofits, sale losses, costs or Liabilities of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Parent or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior primarily related to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (Lxii) any agreement with Indebtedness or for Encumbrances on the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (Business other than the Transaction Documents)would not result in any material Liability to Buyer; (Mxiii) any agreement settlement related to the Products or the Business; (xiv) any other Contract with or for material obligations primarily related to the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 millionBusiness; or (Nxv) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or other Contract that would otherwise be a “material contract” for the Core MTS Business’ or MCK’s material nonBusiness considered collectively on a stand-compliance with Health Care Lawsalone basis (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and Material Contracts is in full force and effecteffect and is the legal, valid and none binding obligation of Parent or any of its Affiliates which is party thereto, and, to the Knowledge of Parent, of the Core MTS Businessother parties thereto enforceable against each of them in accordance with its terms and, upon consummation of the transactions contemplated by this Agreement, shall, except as otherwise stated in Section 3.10(b) of the Seller Disclosure Schedule, continue in full force and effect. Neither Parent nor any of its Affiliates nor, to the Knowledge of Parent, the other party or parties thereto, is in material breach or material non-compliance of the term of any Material Contract. Neither Parent nor any of its Affiliates has received written notice of any default or, to the knowledge Knowledge of MCKParent, any other party thereto is in oral notice of default or breach threat thereof with respect to any Material Contract. (c) Parent has made available to Buyer complete and correct copies of all Material Contracts, together with all amendments, modifications or supplements thereto. (d) Except as set forth in Section 3.10(d) of the Seller Disclosure Schedule, no consent of any third party is required under any Material Contract as a result of or in connection with, and the enforceability of any Material Contract will not be affected in any respect under manner by, the terms execution, delivery and performance of such MTI Material Contractthis Agreement, any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for any where the failure to obtain such defaults consent or breaches which would not reasonably be expectedthe effect on enforceability, individually or in the aggregate, would not reasonably be expected to be material to the Core MTS Business. Subject to obtaining the consents set forth in Section 3.10(d) of the Seller Disclosure Schedule, taken as a whole. True the execution, delivery and complete copies performance of each MTI this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby will not cause an increase or acceleration of any obligations of Parent or any of its Affiliates pursuant to any contract, agreement or other arrangement listed in Section 3.10(b) of the Seller Disclosure Schedule or give additional rights to any other party thereto nor will any such Material ContractContract in any other way be materially adversely affected by, and all amendments theretoor terminated or lapse by reason of, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counseltransactions contemplated by this Agreement.

Material Contracts. (ia) None Section 3.16(a) of the Core MTS Business Company Disclosure Schedule sets forth a true and complete list, as of the date hereof, of each of the following Contracts (other than any Company Benefit Plans and excluding purchase orders, statements of work and similar commercial documents issued in the ordinary course under and not amending the applicable Contract) to which the Company is a party or by which the Company or any of its Subsidiaries is a party to respective assets or businesses are bound by:(and any material amendments, supplements and modifications thereto): (Ai) Contracts with any agreement for of the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moretop 15 largest suppliers by purchases made by the Company during the six-month period ended March 31, 2024; (Bii) Contracts with any agreement for of the purchase of materialstop 15 largest non-government customers by purchases made by such customer during the six-month period ended March 31, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements2024; (Ciii) any sales, distribution Contracts concerning the establishment or other similar agreement providing for the sale operation of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity a partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Businesslimited liability company; (Eiv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) Contracts pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; Company licenses (IA) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Company Licensed Intellectual Property, other than those contained within customer (i) nonexclusive licenses for shrink-wrap, click-wrap or off-the-shelf software or other generally commercially available software, (ii) licenses granted pursuant to stock, boilerplate, or other generally non-negotiable terms, such as, for example, website and mobile application terms and conditions or terms of use, stock photography licenses, and similar Contracts, or (iii) licenses that are implied by or incidental to the sale or purchase of products or services in the ordinary course of business, or (B) to a third party any material Company Owned Intellectual Property, other than non-exclusive licenses (x) granted in the ordinary course of business, (y) granted by the Company to current and former employees, contractors or other services providers in order to enable such Persons to provide services to the Company, or (z) granted to end users of the Company’s products or services in the ordinary course of business; (v) the lease agreements of the Company that pertain to any parcel of Company Leased Real Property for which the annual rent exceeds $500,000 individually (each, a “Company Lease Agreement”); (vi) any Contract that (A) by its terms limits in any material respect the ability of the Company (including, following the Closing, Parent and its Subsidiaries) to engage in any line of business or compete with, or provide any product or service to, any other Person or in any geographic area; or (B) contains any “most favored nation,” exclusivity or similar provision in favor of the counterparty for a product that is material to the Company’s business following the Effective Time; (vii) any Contract governing the development or ownership of any Intellectual Property, Software or Company Product developed by or jointly with any other Person, in each case at the request or direction of the Company, and which Intellectual Property, Software or Company Product is material to the Company’s business, but excluding employment, consulting, services or invention assignment or similar agreements entered into in the ordinary course of business consistent with past practiceemployees, contractors or consultants of the Company; (Jviii) any agreement Contract that provides for the disposition or acquisition by the Company of any business or other material assets of the Company or (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) with (A) continuing material indemnification obligations of the Company that could result in the receipt or making by the Company of future payments in excess of $250,000 or (B) any material remaining “earn out” or other contingent payment or consideration of the Company that has not been substantially satisfied prior to the date of this Agreement; (ix) any material Contract with any Governmental Entity that require annual payments to the Company of more than $1,500,000; (x) any settlement or similar Contract arising out of a Proceeding or threatened Proceeding: (A) that materially restricts or imposes any material obligation on the Company or materially disrupts the business of the Company as currently conducted; (B) that would require the Company to pay consideration valued at more than $500,000 individually or $1,500,000 in the aggregate following the date of this Agreement; and (C) pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, Company will have any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in outstanding material obligation after the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)date hereof; (Kxi) Indentures, credit agreements, loan agreements and similar instruments pursuant to which the Company or any agreement relating to the employment, severance, retention of its Subsidiaries has or indemnification will incur or assume any indebtedness or has or will guarantee or otherwise become liable for any indebtedness of any service provider of the Core MTS Business with a base salary or base compensation other Person for borrowed money in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business250,000; (Lxii) any agreement with or for the benefit of MCK or Labor Contract; (xiii) any Affiliate of MCK with obligations that continue following the Closing Contract; (xiv) material Contracts under which there has been imposed a Lien (other than a Permitted Lien) on any of the Transaction Documents)assets, tangible or intangible, of the Company; (Mxv) any agreement with or Contracts that are for the benefit employment or engagement of MCK any individual on a full-time, part-time or any Affiliate personal services consulting basis and which (x) provide for the payment of MCK compensation and/or benefits upon or in connection with obligations that continue following the Closing consummation of the transactions contemplated hereby, and/or (y) provide for severance, termination or notice payments or benefits in an amount in excess of $250,000 individually or $1,000,000 in the aggregate (other than payments or benefits required under applicable Law) upon a termination of the Transaction Documents), other than agreements with MCK applicable individual’s employment or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 millionengagement; or (Nxvi) any agreement with Contract not otherwise described in any Governmental Authority relating other subsection of this Section 3.16(a) that would be required to corporate integrity, deferred prosecution, or be filed by the Core MTS Business’ or MCK’s Company as a “material noncontract” (as such term is defined in Item 601(b)(10) of Regulation S-compliance with Health Care LawsK of the SEC). (iib) Each agreement The Company has delivered or made available to Parent true, correct and complete copies of all written Contracts or other agreements of the type that are required to be disclosed pursuant to this set forth on Section 4.02(i3.16(a) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effectCompany Disclosure Schedule, and none of the Core MTS Business, or, or filed as exhibits to the knowledge of MCKCompany SEC Documents (collectively, any other party thereto is in default or breach in any respect under the terms of such MTI “Company Material ContractContracts”), except for any such defaults or breaches which together with all material amendments thereto. (c) Except as has not had and would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) Company Material Contracts are valid, binding and in full force and effect and are enforceable by the Company in accordance with their terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought, (ii) the Company has performed all obligations required to be performed by it under the Company Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or default thereunder and, to the Core MTS BusinessKnowledge of the Company, taken as a whole. True no other party to any Company Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder and complete copies (iii) since January 1, 2023, neither the Company has not received written notice of each MTI any actual, alleged, possible or potential violation of, or material failure to comply with, any material term or requirement of, or intention to cancel any Company Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. Schedule 2.11 hereto contains a complete and correct listing of all Contracts relating to MII Life’s Spending Account Business or SamCo of the types described below to which MII Life or SamCo, is a party, or by which MII Life or SamCo is otherwise bound (such Contracts, the “Material Contracts”): (a) that gave rise to revenues or Liabilities related to the Acquired Assets or SamCo in excess of $100,000 during the 2020 calendar year; (b) the top 50 Employer Agreements by total Account assets, all Health Plan Agreements, all distribution partner agreements, each unique form of MII Life or SamCo’s HSA custodial agreement and any other form of agreement between MII Life or SamCo on one hand, and an Account holder on the other hand; (c) joint venture, partnership and similar Contracts involving a sharing of profits or expenses relating to the Purchased Accounts or SamCo; (d) each Intellectual Property License, but excluding (i) None any “ shrink wrap” or similar license for Software that is all of the Core MTS Business following: (A) generally commercially available, (B) licensed to MII Life or, in the case of Aware, SamCo (including on a “software-as-a-service” basis) pursuant to a non-exclusive license for a total annual cost of $50,000 or less, and (C) not included in or necessary for the use, development, or maintenance of any Products and Services or the Owned Intellectual Property, and (ii) non-exclusive licenses granted to customers or resellers in the Ordinary Course of Business; (e) relating to Indebtedness or to the mortgaging, pledging or otherwise placing an Encumbrance on any Acquired Assets; (f) that limits or purports to limit the ability of MII Life or SamCo or any of its Subsidiaries is a party their respective Affiliates to (i) solicit or hire any Person, (ii) acquire any product or other asset or any service from any other Person, (iii) develop, sell, supply, distribute, offer support to or bound by: service any product or any technology or other asset to or for any other Person, (Aiv) charge certain prices pursuant to a “most-favored nation” or similar clause or (v) operate in any agreement for the lease or sublease market (whether of real based on geography, industry or personal propertyotherwise) providing for annual payments of $750,000 or morethrough any distribution channel; (Bg) which prohibits MII Life or SamCo or any agreement for of their respective Affiliates from freely engaging in business anywhere in the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsworld; (Ch) with any Affiliate of either Seller; or (i) any sales, distribution other Contract (or other similar agreement providing for the sale group of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (Drelated Contracts) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating operation of MII Life’s Spending Account Business or SamCo. Sellers have made available to the acquisition or disposition Buyer a correct and complete copy of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases each written Material Contract and Assumed Contract (in either each case, whether incurredas amended to date) and a complete description of each oral Material Contract and Assumed Contract or, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, where multiple Material Contracts and/or Assumed Contracts are on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (eachsame form, a “MTI copy of each separate form of Material Contract and/or Assumed Contract”) . Each Material Contract and Assumed Contract is a valid legal, valid, binding, enforceable and binding agreement of the Core MTS Business and is in full force and effect, and none will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the Core MTS Businesstransactions contemplated hereby. MII Life, orand in the case of Aware, SamCo, is not in default under any Material Contract or Assumed Contract, and no event has occurred that with notice or lapse of time or both would constitute a breach or default, or permit termination, modification or acceleration, thereunder by MII Life or SamCo, to the knowledge Knowledge of MCKSellers, by any other party thereto is thereto. Except as set forth in default Schedule 2.3(c), no consent or breach in any respect under approval to assignment of the terms of such MTI Material ContractPurchased Accounts or the Assumed Contracts, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Businesstransactions contemplated hereby is required. To the Knowledge of Sellers, taken as a whole. True and complete copies no other party has repudiated any provision of each MTI any Material Contract or Assumed Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (a) Section 5.11(a) of the CGI Disclosure Schedule sets forth a complete list of each currently effective Contract to the extent relating to the Purchased Assets or the BioPharma Business and to which CGI is a party or by which it or its assets are bound (each, a “BP Material Contract”): (i) None the top ten (10) Contracts as measured in terms of aggregate annual obligations of CGI in the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement last year, for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016(collectively, including any independent contractor agreements, but excluding any employment agreementsthe “Top Suppliers”); (Cii) any sales, distribution or other similar agreement providing the top ten (10) Contracts as measured in terms of aggregate annual revenue earned by CGI in the last year for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016(collectively, the “Top Customers”); (Diii) (i) any equity pledge, security agreement, deed of trust or other Contracts that impose an Encumbrance on any of the Purchased Assets, (ii) loan or credit agreement, indenture, debenture, note or other Contracts that create, incur or guarantee any Indebtedness secured by the Purchased Assets, except for those relating to less than $100,000, or (iii) Contracts under which CGI assumes, or otherwise becomes liable for, the obligations of any other Person; (iv) that relates to any partnership, joint venture venture, strategic alliance or other similar agreement or arrangement that is material to Contract affecting the Core MTS BioPharma Business; (Ev) which by its terms limits in any material respect (i) the localities, market or business in which all or any significant portion of the BioPharma Business, following the consummation of the transactions contemplated hereby is or would be conducted, (ii) the Persons CGI, may hire (other than Contracts with contract research organizations or other contractors or vendors that provide services to CGI in the ordinary course of CGI’s business and that contain provisions that prevent CGI from soliciting or hiring any personnel of such contract research organizations or such other contractors or vendors), (iii) the Persons to whom CGI may sell products or deliver services, or (iv) the scope of the BioPharma Business; (vi) providing for the grant by or to CGI of any license to or under any Intellectual Property used in the BioPharma Business, other than (i) Contracts where the grant by or to CGI of any such license pursuant to such Contract is not material to CGI or the BioPharma Business, (ii) Contracts where the Intellectual Property licensed thereunder are licensed on a non-exclusive basis by or to a contractor, service provider or collaborator of CGI in the context of such contractor, service provider or collaborator rendering research and development services to CGI or for the benefit of CGI, and (iii) Contracts where the Intellectual Property material to the BioPharma Business licensed thereunder are licensed on a non-exclusive basis for research and the scope of the license to such Intellectual Property does not include the right to practice or use such Intellectual Property to sell or commercialize any product; (vii) containing any grant by CGI to any Person of any express license to market or commercialize any product material to the BioPharma Business, including under any Patents (including any covenants not to s▇▇); (viii) containing any royalty, dividend or similar arrangement with respect to a product material to the BioPharma Business based on the revenues or profits of CGI; (ix) with any Governmental Authority or a subcontractor to any Governmental Authority in connection with such BP Material Contract; (x) any agreement that gives rise to any material payment or benefit as a result of the performance of this Agreement or any of the other transaction contemplated hereby; (xi) relating to the acquisition or disposition of any business (whether by mergermaterial interest in, sale or any material amount of, property or assets of stockCGI or any other Person, sale or for the grant to any Person of assets any preferential rights to purchase any such property or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or moreassets; (Fxii) any other agreement (or group of related agreements) the performance of which requires aggregate payments to or from CGI in excess of $100,000; (xiii) establishing powers of attorney or agency agreements; (xiv) all real property Leases used by the BioPharma Business; (xv) any agreement relating to indebtedness for borrowed money, the deferred purchase price leasing of property or capital leases equipment used in the BioPharma Business; and (in either case, whether incurred, assumed, guaranteed or secured by any assetxvi) involving payment obligations of $1,500,000 or more (other than (ias set forth elsewhere in Section 5.11(a) intercompany indebtedness among of the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one handCGI Disclosure Schedule, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any excluding confidentiality and non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer disclosure agreements entered into in the ordinary course of business consistent connection with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leaseda sale process, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating all other Contracts that are material to the employment, severance, retention BioPharma Business of CGI and commitments or indemnification of agreements to enter into any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsforegoing. (iib) Each agreement required CGI has delivered or made available accurate and complete copies of all BP Material Contracts, including all amendments thereto. There are no BP Material Contracts that are not in written form. Other than payment defaults with respect to be disclosed pursuant the Old Accounts Payable, CGI has not, nor to this Section 4.02(i) (eachCGI’s Knowledge, has any other party to a “MTI BP Material Contract materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any BP Material Contract”) . As to CGI, each BP Material Contract is a valid valid, binding, enforceable and binding agreement of the Core MTS Business and is in full force and effect, and none subject to Bankruptcy Exceptions. The consummation of the Core MTS Business, or, transactions contemplated hereby will not (either alone or upon the occurrence of additional acts or events) result in any material payment or payments becoming due from CGI or the Seller to any Person under any BP Material Contract or give any Person the knowledge right to terminate or alter the provisions of MCK, any BP Material Contract. No Person is renegotiating any material amount paid or payable to CGI under any BP Material Contract or any other party thereto is in default material term or breach in provision of any respect under the terms of such MTI BP Material Contract. No Person is renegotiating any material amount paid or payable to CGI under any BP Material Contract or any other material term or provision of any BP Material Contract. For purposes of this Section 5.11(b) (other than the first sentence), except for any such defaults or breaches which would not reasonably “BP Material Contract” shall be expecteddeemed to include the Assumed BP Material Contracts, individually or the Equipment Leases and the Undisclosed BP Material Contracts. (c) The Top Customers collectively represent approximately fifty percent (50%) of the revenues the BioPharma Business received in the aggregatetwelve (12) months ending December 31, to be material to 2018. (d) The Top Suppliers collectively represent approximately sixty-nine percent (69%) of the Core MTS Businessspend the BioPharma Business incurred in the twelve (12) months ending December 31, taken as a whole. True 2018. (e) Other than the Equipment Leases, there are no Contracts or equipment which are used, or held for use, by or service both the BioPharma Business and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK one or its outside counselmore Other Business Unit.

Material Contracts. (ia) None Section 3.15(a) of the Core MTS Business Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound and that relate primarily to the Purchased Assets, the Assumed Liabilities or bound by:the Business (each, a “Company Material Contract”): (i) each Contract pursuant to which any material Third Party Intellectual Property Rights that are used, or held for use by the Company or any of its Subsidiaries in connection with the Business is, or is required to be, licensed, sublicensed, sold, assigned or otherwise conveyed or provided to the Company or any of its Subsidiaries in connection with the Business (other than (A) Contracts for Standard Software, (B) non-disclosure agreements entered into in the ordinary course of business (each, an “NDA”), (C) customary invention assignment agreements with employees and independent contractors entered into in the ordinary course of business and (D) Contracts related to membership in any agreement Standards Body); (ii) each Contract pursuant to which any material Transferred Business Intellectual Property Rights or any other material right included in the Purchased Assets (whether or not currently exercisable) or interest in any material Transferred Business Intellectual Property Rights is, or is required to be, licensed (whether or not such license is currently exercisable), sublicensed, sold, assigned or otherwise conveyed or provided to a Third Party by the Company or any of its Subsidiaries in connection with the Business (other than (A) NDAs and (B) Contracts for the lease purchase, sale or sublease (whether non-exclusive license of real Data Center Products or personal property) providing for annual payments Intellectual Property Rights used with such Data Center Products entered into in the ordinary course of $750,000 or morebusiness); (iii) each (A) Contract that includes a covenant not to ▇▇▇ that is material to the Business, other than Contracts which are licenses to Intellectual Property Rights or Contracts relating to membership in any Standards Body or (B) any settlement agreement imposing material restrictions on the operation of the Business as currently conducted; (iv) each Contract (including any government contract) that has not been fully performed for the purchase sale or distribution by the Company or any of its Subsidiaries in connection with the Business of materials, supplies, goods, services, equipment or other assets providing for annual assets, in connection with which the Business has received payments from the applicable counterparty of $3.0 million 5,000,000 or more in MCK’s fiscal year the 12 month period ending October 29, 2016, including except any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing Contract that is a purchase order for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments entered into by the Company or any Subsidiary in the ordinary course of $5.0 million or more in MCK’s fiscal year 2016business; (Dv) each Contract that is a master purchase agreement with a Significant Customer or a master purchase agreement with a Significant Supplier (excluding, for clarity, purchase orders and similar transaction documents issued in the ordinary course of business); (vi) each Contract providing for any equity partnershipother Person with “most-favored-nation” terms, joint venture including such terms for pricing; (vii) each Contract that contains any provisions requiring the Company or any of its Subsidiaries to indemnify any other similar agreement party (excluding indemnities contained in agreements for the purchase, sale or arrangement license of products of the Business or indemnities in connection with the licensing of Intellectual Property Rights in the ordinary course of business), which indemnity is material to the Business, taken as a whole; (viii) each Contract that limits or restricts in any material respect the Company or any of its Subsidiaries from (A) engaging or competing in any line of business in any location or with any Person, (B) selling any products or services of or to any other Person or in any geographic region or (C) obtaining products or services from any Person, in each case of subclauses (A), (B) and (C), that is material to the Core MTS Business, taken as a whole; (Eix) each material partnership or joint venture agreement; (x) each Contract that includes any agreement arrangement whereby the Company or any of its Subsidiaries grants any right of first refusal or right of first offer or similar right to a Third Party, which right is material to the Business, taken as a whole; (xi) each Contract that is a loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and its wholly owned Subsidiaries) relating to Indebtedness for borrowed money in an amount in excess of $5,000,000 individually; (xii) each Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within Person pursuant to which the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Company or any of its Affiliates (Subsidiaries has any continuing and unpaid payment obligations, excluding acquisitions or dispositions of supplies, inventory, merchandise or products in connection with the conduct of the Company’s or any of its Subsidiaries’ business or of supplies, inventory, merchandise, products, equipment, properties or other than the MCK Contributed Entities)assets that are obsolete, on the other hand; provided thatworn out, surplus or no longer used or useful in the case conduct of clause (ii) business of the Company or any such indebtedness shall be paid off in full at or prior to the Closing)of its Subsidiaries; (Gxiii) each Contract that is a settlement or similar agreement with any Governmental Authority (including any corporate integrity agreement, monitoring agreement that restricts, prohibits or impairs deferred prosecution agreement) or order or consent of a Governmental Authority (including any consent decree or purports settlement order) to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or which the Company after the Closing), or any material acquisition of property its Subsidiaries is subject involving future performance by the Core MTS Business (Company or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)its Subsidiaries; (Hxiv) any material agreement each Contract (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing termsor series of related Contracts) pursuant to which the Core MTS Business obtains the right to use, Company or a covenant not to be sued under, any Intellectual Property Right;of its Subsidiaries has continuing “earnout” or similar obligations; and (Ixv) each Contract (or series of related Contracts) that obligates the Company or any agreement pursuant of its Subsidiaries to which make any Person is authorized to usecapital commitment, loan or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into capital expenditure in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation amount in excess of $300,000 per year, other than those 2,500,000 in the aggregate in any one year period after the date of this Agreement that can cannot be terminated without liability to by the Core MTS Business; (L) any agreement with or for the benefit of MCK Company or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into its Subsidiaries on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, 60 days’ notice without material payment or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawspenalty. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Except for any Company Material Contract”) is a valid and binding agreement of the Core MTS Business and is Contract that has terminated or expired in full force and effectaccordance with its terms or as has not had, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Material Contract is valid and binding and in full force and effect and enforceable against the other party or parties thereto in accordance with its terms. The Company or any of its Subsidiaries party thereto, as applicable, and, to the knowledge of the Company, each other party thereto, has performed its obligations required to be material performed by it, as and when required, under each Company Material Contract, except for failures to perform that have not had, and will not have, individually or in the aggregate, a Company Material Adverse Effect. Except for breaches, violations or defaults that 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 Core MTS Businessknowledge of the Company, taken as any other party to a wholeCompany Material Contract, is in violation of or in default under any provision of such Company Material Contract. True and complete copies of each MTI the Company Material Contract, Contracts and all any material amendments thereto, in each case subject thereto have been made available to Purchaser prior to the redaction date of certain information, have been delivered to MCK or its outside counselthis Agreement.

Material Contracts. (a) Section 3.15 of the Seller Disclosure Schedule sets forth as of the date of this Agreement a true and complete list of the following Contracts including purchase orders and invoices and all amendments related thereto to which any of Seller (to the extent applicable to the Business), AER and AER’s Subsidiaries is a party or any of their respective assets are bound (the “Material Contracts”), true and correct copies of which have been made available to IPH: (i) None that would be reasonably expected to involve the payment of or receipt by the Transferred Company or one of its Subsidiaries in excess of $1,000,000 for each individual Contract or series of related Contracts or $2,500,000 in the aggregate for all such Contracts; (ii) any futures, forward, swap, collar, put, call, floor, cap, option or other similar Contract (collectively, “Derivative Products”), including with respect to electricity (including capacity and ancillary services products related thereto), natural gas, fuel oil, coal, emissions allowances and offsets, and other commodities, currencies, interest rates and indices; (iii) (x) that are Contracts for the future purchase, exchange or sale of physical electric power in any form, including electricity, capacity or any ancillary services products related thereto, or an obligation of the Core MTS Business Transferred Company or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, deliver electric power in any material respect, of the Core MTS Business form pursuant to physical load obligations (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (includingwhich, for the avoidance of doubt, any material agreement Seller and IPH agree are types of Derivative Products for purposes of this Agreement), (y) tolling agreements relating to the generation and sale of electricity or (z) that includes (I) grants relates to the acquisition or disposition of a business or facility by the Core MTS Business Transferred Company or any of exclusive rights, exclusive territories, exclusive licenses its Subsidiaries or “most favored party” rights, by Seller (IIto the extent applicable to the Business) that impose material ongoing obligations on the Transferred Company or any of its Subsidiaries; (iv) that is any non-competition Contract or non-solicitation restrictions, (III) other Contract that purports to limit in any rights material respect either the type of first refusal business in which the Transferred Company or rights of first offer its Subsidiaries may engage or (IV) any limits on the use of geographic area in which any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)them may so engage; (Hv) that is any material indenture, credit agreement, letter of credit, reimbursement agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant related to a letter of credit, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Debt under which the Core MTS Business obtains the right to useTransferred Company or any of its Subsidiaries has created, incurred, assumed or a covenant not to be sued underguaranteed (or may create, any Intellectual Property Rightincur, assume or guarantee) Debt in each case in excess of $1,000,000; (Ivi) any agreement pursuant to which any Person (x) that is authorized to usea guarantee or Credit Support instrument issued by, or receives on behalf of, the Transferred Company or any of its Subsidiaries or otherwise in support of or for the benefit of the Transferred Company or its Subsidiaries or (y) that provides a covenant counterparty of the Transferred Company or any of its Subsidiaries the right, whether or not conditional, to require collateral posting or some other form of Credit Support to be sued underprovided by, or on behalf of, the Transferred Company or its Subsidiary party thereto; (vii) that provides for any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertysale leaseback arrangement with payments in excess of $1,000,000; (viii) that is a Contract for the acquisition of capital equipment containing any future capital expenditure obligations of the Transferred Company or its Subsidiaries (or otherwise relating to the Business) in excess of $1,000,000; (ix) that is a joint venture, partnership or other similar agreement or that is a stockholders, registration rights or similar agreement; (x) that is a collective bargaining agreement or other Contract with a labor union or other labor organization; (xi) that are Contracts for the purchase, exchange or sale of coal, natural gas, fuel oil or other fuels, water or other commodities used for generation of electricity that provide for the payment by or to the Transferred Company or one of the Transferred Company’s Subsidiaries in excess of $1,000,000 during the remaining life of the Contract; (xii) Contracts for the future transportation or transmission of coal, natural gas, fuel oil or other fuels, electric power, water or any other commodity, that involve the payment by or to the Transferred Company or one of the Transferred Company’s Subsidiaries in excess of $1,000,000 during the remaining life of the Contract; (xiii) Contracts with respect to storage, parking, loaning, distribution, wheeling, facility or meter construction, unloading, delivery or balancing of natural gas that involve the payment by or to the Transferred Company or one of the Transferred Company’s Subsidiaries in excess of $2,500,000 during the remaining life of the Contract; (xiv) except as described in any other clause of this Section 3.15(a), all other Contracts (A) for the future sale or acquisition of any asset or (B) that grant a right or option to purchase any asset, other than those contained within customer agreements in each case Contracts entered into in the ordinary course of business consistent relating to any asset with past practicerespect to which the Transferred Company or one of the Transferred Company’s Subsidiaries is entitled to receive or is required to pay less than $100,000 for each individual Contract or $250,000 in the aggregate for all such Contracts; (Jxv) Leased Real Property leases; (xvi) Contracts granting a Lien (other than a Permitted Lien) on any agreement pursuant of the assets of the Transferred Company or one of the Transferred Company’s Subsidiaries; (xvii) except as described in any other clause of this Section 3.15(a), all Contracts for the provision of operation, maintenance or management (including administration, energy management, dispatch, scheduling or market participant services) of any material asset or business activity of the Transferred Company or one of the Transferred Company’s Subsidiaries, other than in each case Contracts with respect to which the Core MTS Business has provided Transferred Company or leased, or agreed a Subsidiary of the Transferred Company is entitled is required to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)pay less than $1,000,000; (Kxviii) the Put Option Agreement and the Put Option Asset Purchase Agreement; and (xix) any agreement relating Contract not otherwise described in clauses (i) through (xvii) above the breach, termination, or expiration of which would have a material adverse effect to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK Transferred Company or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)its Subsidiaries, other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawstaken as a whole. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a legal, valid and binding agreement obligation of Seller (to the extent applicable to the Business), the Transferred Company or one of the Core MTS Business Transferred Company’s Subsidiaries, as applicable, and, to the Knowledge of Seller, on each counterparty and is in full force and effect, and none neither the Transferred Company nor any of its Subsidiaries, nor to the Core MTS BusinessKnowledge of Seller, any other party thereto, is in breach of, or in default under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Transferred Company or its Subsidiaries, or, to the knowledge Knowledge of MCKSeller, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contractthereto, except for any such failures to be valid, binding or in full force and effect and such breaches and defaults or breaches which would not reasonably be expectedthat, individually or in the aggregate, have not had and would not reasonably be expected to be have, individually or in the aggregate, a material to effect on the Core MTS BusinessTransferred Company and its Subsidiaries, taken as a whole. True As of the date of this Agreement, none of Seller, the Transferred Company or any of its Subsidiaries has received written notice from any other party to any Material Contract that such other party intends to terminate, cancel or not renew any such Material Contract. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in any breach or other violation of any Material Contract. (c) Section 3.15(c) of the Seller Disclosure Schedule sets forth as of the date of this Agreement a true and complete copies list of each MTI Material Contract, the Contracts (the “Affiliate Agency Contracts”) under which Seller or any of its Subsidiaries (including the Transferred Company and its Subsidiaries) has the authorization to act as agent (an “Affiliate Agent”) for the Transferred Company or any of its Subsidiaries as principal (the “Principal”). Each Affiliate Agent has all amendments thereto, in each case subject required authority from the applicable Principal to act as agent under the redaction applicable Affiliate Agency Contract and has no liability with respect to any obligation of certain information, have been delivered to MCK or its outside counselthe Principal thereunder.

Material Contracts. (a) Schedule 3.18 of the Disclosure Schedules contains a true, complete and correct list of the contracts and agreements to which any member of the Transferred Group is a party or by which any member of the Transferred Group or any of the Assets is bound, or (other than insurance policies of Seller and its Affiliates other than the members of the Transferred Group) pursuant to which a member of the Transferred Group participates or receives services which services are not contemplated by the Transition Services Agreement, and that fall within any of the following categories (such contracts and agreements as described in this Section 3.18(a) being “Material Contracts”): (i) None all contracts or agreements that provide for, or could reasonably be expected to result in, payment or receipt by the Transferred Group of the Core MTS Business more than $300,000 in any year, including any such contracts and agreements with customers or any of its Subsidiaries is a party clients; (ii) all contracts and agreements relating to or bound by: (A) any agreement for the lease Indebtedness or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (B) conditional sale arrangements; (iii) all contracts and agreements that (A) limit or purport to limit the ability of any member of the Transferred Group to engage or compete in either caseany line of business or with any Person or in any geographic area or during any period of time or (B) grant to the other party or any third Person “most favored nation” status; (iv) all contracts and agreements (A) granting to any member of the Transferred Group any right to use, whether incurredobtain, assumedenforce, guaranteed or secured by register any assetmaterial Intellectual Property that is used, or held for use, in the business of such member of the Transferred Group (but not including commercially available “off-the-shelf” software having a replacement cost and annual license fee of less than $250,000 in the aggregate for all such related contracts), (B) involving payment obligations under which a member of $1,500,000 the Transferred Group grants to a third party any rights to use, obtain, enforce, or more (register any material Intellectual Property, other than standard non-exclusive internal use licenses granted to customers in the ordinary course of business, or (iC) intercompany indebtedness among the MCK Contributed Entities other than contracts and agreements already described in subsection (A) and (iiB), restricting any member of the Transferred Group's right to use, enforce, or register any material Intellectual Property that is used, or held for use, in the business of such member of the Transferred Group; (v) intercompany indebtedness among any all contracts and agreements with the MCK Contributed Entity, on the one hand, and MCK Seller or any of its Affiliates or any other Affiliate of the Transferred Group (other than the MCK Contributed Entities), on the other hand; provided thatthan, in each case, another member of the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the ClosingTransferred Group); (Gvi) any agreement all contracts and agreements that restricts, prohibits or impairs create (or purports govern the operation of) a joint venture, partnership, alliance or any similar arrangement, in each case, that is material to restrictthe operation of the Transferred Group, prohibit taken as a whole; (vii) all Control Documents; (viii) all acquisition agreements, asset purchase agreements, stock purchase agreements or impair)other similar agreements, relating to transactions which have not yet been consummated, or has or would pursuant to which the Transferred Group could reasonably be expected to have the effect pay total consideration (including assumption of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company debt) after the Closing), any material acquisition date of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation this Agreement in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business200,000; (Lix) all contracts and agreements that obligate the Transferred Group to provide indemnification or a guarantee that could reasonably be expected to result in payments in excess of $200,000 individually or $1,000,000 in the aggregate; and (x) any other contract or agreement with or for that could reasonably be expected to be material to the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)Transferred Group, other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawstaken as a whole. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which Except as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be material to the Core MTS BusinessTransferred Group, taken as a whole, each Material Contract (i) is valid and binding on the applicable member(s) of the Transferred Group, as the case may be, and, to the Knowledge of the Seller, the counterparties thereto, and is in full force and effect and (ii) shall continue in full force and effect upon consummation of the transactions contemplated by this Agreement, except to the extent that any consents set forth in Schedule 3.3(a) of the Disclosure Schedules are not obtained. True and complete copies Except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to any member of each MTI the Transferred Group that is a party to such Agreement, none of the members of the Transferred Group is in breach of, or default under (nor to the Knowledge of the Seller is there any condition or event which, with notice or lapse of time or both, would constitute such a breach or default), any Material Contract to which it is a party. To the Knowledge of the Seller, no other party to any Material Contract is in material breach of or default under (nor to the Knowledge of the Seller is there any condition or event which, with notice or lapse of time or both, would constitute such a breach or default) the terms of any Material Contract. No member of the Transferred Group, nor, to the Knowledge of the Seller, any counterparty thereto, has sent or received any communication regarding termination of, or intention not to renew, any Material Contract, and all amendments no such termination or non-renewal has been threatened by any of the parties thereto. All Material Contracts have been provided to, in each case subject to the redaction of certain informationor, if they are oral contracts, have been delivered to MCK or its outside counselsummarized in writing for, the Buyer.

Material Contracts. (a) Section 3.10(a) of the Disclosure Schedule lists each of the following contracts, mortgages, indentures, notes, commitments, understandings or other agreements, whether written or oral (“Contracts”), of any of Sellers in existence as of the date of the Agreement (such Contracts being the “Material Contracts”): (i) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: all Contracts (Aincluding, invoices, and purchase orders) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materialsInventory, supplies, goods, services, equipment other materials or other assets providing for annual payments of $3.0 million personal property with any supplier or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale furnishing of materialsservices to Sellers, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating extent related to the acquisition or disposition Business, under the terms of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or which any of its Affiliates Sellers: (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (iiA) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has must or would reasonably be expected to have be required to pay or otherwise give consideration of more than One Hundred Thousand U.S. Dollars (US $100,000) during the effect calendar year ended 31 December 2004, or (B) must or would reasonably be expected to be required to pay or otherwise give consideration of prohibiting, restricting or impairing, any material business practice more than Two Hundred Fifty Thousand U.S. Dollars (US $250,000) over the remaining term of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, such Contract; (ii) sellall Contracts (including invoices and sales orders) for the sale of Inventory or other personal property or for the furnishing of services by any of Sellers, license to the extent related to the Business, under the terms of which any of Sellers is or otherwise distribute services would reasonably be expected to be entitled to receive: (A) consideration of more than One Hundred Thousand U.S. Dollars (US $100,000) during the calendar year ended 31 December 2004, or products in any geographic area or (B) consideration of more than Two Hundred Fifty Thousand U.S. Dollars (US $250,000) over the remaining term of the Contract; (iii) compete with any Person all material Seller IP Agreements (including, for the avoidance other than shrink-wrap licenses of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertycommercially available computer software); (Hiv) all material Contracts with any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant Governmental Authority to which any of Sellers is a party to the Core MTS Business obtains extent related to the right to use, or a covenant not to be sued under, any Intellectual Property RightBusiness; (Iv) all Assumed Shared Contracts; (vi) any Contract that materially restricts any of Sellers’ ability to conduct the Business in any geographic area; (vii) any Contract relating to any joint venture, partnership or similar arrangement of the Business; (viii) any Contract that is an employment or consulting agreement between any of Sellers and any Business Employee which is not otherwise terminable by one of Sellers upon written notice, given at any time, of not more than sixty (60) days, and without material penalty; (ix) any collective bargaining agreement or any other material Contract with any labor union covering any Business Employees; (x) any Contract pursuant to which any Person is authorized of Sellers has granted any exclusive marketing, distribution or other similar right to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating with respect to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (Lxi) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)all Assumed Real Property Leases; (Mxii) all Contracts relating to Indebtedness of any Seller relating to the Business or imposing any Encumbrance on any of the Transferred Assets; (xiii) all Contracts between any Seller and any of their respective Affiliates (including any other Seller); and (xiv) any agreement with Contract that, if terminated prior to its term, would reasonably be expected to result in payments, penalties or for damages to the benefit of MCK or any Affiliate of MCK with obligations Business that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and would reasonably be expected to result in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsa Material Adverse Effect. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) Material Contract (each, a “MTI Material Contract”i) is a as of the date hereof valid and binding agreement in all material respects on the relevant one of Sellers and, to the Core MTS Business Knowledge of Seller, the counterparties thereto, and is in full force and effect, and none (ii) upon consummation of the Core MTS Businesstransactions contemplated by this Agreement, except to the extent that any consents set forth in Section 3.03(iii) of the Disclosure Schedule are not obtained and subject to the provisions of Section 5.03(d) and (e) hereof, shall continue in full force and effect without penalty or other adverse consequence. None of Sellers or, to the knowledge Knowledge of MCKSeller, any other party thereto thereto, is in material breach of, or default under, any Material Contract. There exists no default or breach in any respect event which, with the giving of notice, lapse of time, or both, would constitute a default on the part of the relevant one of Sellers or, to the Knowledge of Seller, any other party thereto, under any of the terms of such MTI Material ContractContracts, except for any such defaults or breaches which as would not reasonably be expected, individually or expected to result in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselAdverse Effect.

Material Contracts. (a) Section 4.06(a) of the Disclosure Schedules lists each of the following Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to which Seller is a party or by which it is bound in connection with the Business or the Purchased Assets (together with all Leases listed in Section 4.09(b) of the Disclosure Schedules and all Intellectual Property Licenses listed in Section 4.10(a) of the Disclosure Schedules, collectively, the “Material Contracts”): (i) None all material vendor contracts of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (Eii) any agreement relating to the acquisition or disposition top fifteen (15) monitoring Contracts of any business the Business measured by annual revenue for fiscal year 2012, and the top ten (whether 10) servicing Contracts of the Business measured by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or moreannual revenue for fiscal year 2012; (Fiii) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior all Contracts that relate to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use sale of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual PropertyPurchased Assets, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leasedbusiness, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation for consideration in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business20,000; (Liv) all employment agreements with any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)Transferred Employee; (Mv) all Contracts that contain noncompetition provisions or restrictive covenants that would in any agreement way limit the ability of the Business to compete with or for the benefit of MCK or any Affiliate of MCK with obligations other Person; (vi) all Contracts that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 millionan exclusive relationship with any customer or supplier; orand (Nvii) any agreement with any Governmental Authority all joint venture, partnership or similar agreements of Seller relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (b) Except as set forth on Section 4.06(b) of the Disclosure Schedules: (i) Seller is not in material breach of, or default under, any Material Contract; (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (eachthe Seller’s Knowledge, a “MTI no third party is in material breach or default under any Material Contract”; and (iii) is there exists no event or condition which, with the giving of notice, the lapse of time, or both, would (W) become a valid and binding agreement material breach or default under any Material Contract on the part of Seller, (X) to Seller’s Knowledge, on the Core MTS Business and is in full force and effect, and none part of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in thereto, give any person the right to declare a default or breach in any respect under the terms of such MTI a Material Contract, except for (Y) give any such defaults person the right to accelerate the maturity or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as performance of a whole. True and complete copies of each MTI Material Contract, and all amendments theretoor (Z) give any person the right to cancel, in each case subject to the redaction of certain information, have been delivered to MCK terminate or its outside counselmodify any Material Contract.

Material Contracts. (ia) None Section 3.10(a) of the Core MTS Business Disclosure Schedule lists or any of its Subsidiaries is a party to or bound by: (A) any agreement for describes the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement --------------- following agreements relating to the acquisition or disposition Business and the Purchased Assets (including leases of any business (whether by mergerpersonal property, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities contracts and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (commitments but excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements purchase orders entered into in the ordinary course of business consistent with past practice;business) to which Seller is a party or by which it is bound, or by which the Business or any of the Purchased Assets may be bound: (Ji) any agreement pursuant to all contracts involving future obligations on the part of Seller in an amount which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expectedare, individually or in the aggregate, reasonably expected to be exceed One Hundred Thousand Dollars ($100,000); (ii) all partnerships and joint ventures; (iii) all Leases; (iv) all notes, bonds, mortgages, security agreements, guarantees and other agreements and instruments for or relating to any lending by Seller of any amount (exclusive of advances to employees for expenses in the ordinary course of business) or any borrowing (including assumed debt but excluding Excluded Liabilities) by Seller, which is reasonably expected to exceed One Hundred Thousand Dollars ($100,000) or more and which relates to the Business; (v) all forms of Contracts used with dealers, together with a list of any dealers who are not parties to such form Contracts; (vi) all distributor, manufacturers representative and sales agency Contracts, together with a list of any distributors, manufacturers representatives or sales agents of the Business who are not parties to written Contracts; (vii) all material advertising representative or advertising or public relations Contracts; (viii) all guarantees by Seller or any Subsidiary of the obligations of any of its customers, suppliers, officers, directors, employees, Affiliates or others (including Global and its Affiliates); (ix) all Contracts which limit or restrict where Seller may conduct the Business or the type or line of business in which Seller may engage; (x) all Contracts not made in the ordinary course; and (xi) all other contracts, agreements, commitments, understandings or instrument which are material to the Core MTS BusinessBusiness or the Purchased Assets. (b) Except as set forth in Section 3.10(b) of the Disclosure Schedule, taken --------------- AFSI is not a party to, or bound by, any contract of the type referred to in Section 3.10(a). --------------- (c) Except as a whole. True set forth in Section 3.10(c) of the Disclosure Schedule: (i) --------------- each agreement referred to in subsection (a) or (b) above, Section 3.7(a) of the -------------- Disclosure Schedule and complete copies Section 3.11 of each MTI Material Contractthe Disclosure Schedule (the "Business ------------ -------- Agreements") is valid, binding and all amendments theretoenforceable in accordance with its terms, in each case ---------- subject to the redaction Bankruptcy Exceptions; (ii) Seller (or the Former Owner) or AFSI, as the case may be, has fulfilled and performed its obligations under each of certain informationthe Business Agreements; (iii) to Seller's and Global's knowledge, have no other party to any such agreement is in material breach or default of the terms of such instrument; and (iv) there does not exist under any provision thereof, any event that, with the giving of notice or the passage of time or both, would constitute a breach or default thereunder. A true complete copy of each Business Agreement has been delivered made available to MCK or its outside counselBuyer by Seller.

Material Contracts. (a) Schedule 4.20(a) contains a complete and correct list, as of the date of this Agreement, of the following Contracts to which Seller is a party or by which the Seller is bound (collectively, the “Material Contracts”): (i) None all Contracts between Seller and an end-user or a distributor, reseller or similar arrangement in relation to an end-user of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement Seller’s products for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to over the Core MTS Businesslife of the contract; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required all Contracts for the future purchase of goods or the provision of services involving a remaining obligation in excess of $100,000; (iii) all notes, bonds, indentures and other instruments and agreements evidencing, creating or otherwise relating to be disclosed pursuant obligations for borrowed money and guarantees of obligations for borrowed money; (iv) all executory Contracts for capital expenditures with remaining obligations in excess of $300,000 each; (v) all joint venture, partnership, and other Contracts involving a sharing of profits, losses, costs or liabilities by the Seller with any other Person; (vi) all Contracts containing covenants that in any way purport to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement limit the freedom of the Core MTS Seller to engage or to compete with any Person in the business of providing wireless and mobile data solutions to governmental and public safety agencies; (vii) any other agreement material to the Business, the performance of which involves aggregate payments in excess of $300,000; and (viii) all Contracts involving obligations of the Business to the Seller or its Affiliates. (b) Except as set forth on Schedule 4.20(b), each of the Material Contracts is (assuming due authorization and is execution by the other party or parties thereto) valid, binding and in full force and effecteffect and enforceable by Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditor’s rights generally and general equitable principles. Neither Seller, nor, to Seller’s Knowledge, any other party, is in default under any Material Contract, and none to Seller’s Knowledge there are no existing disputes or written claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, are reasonably likely to result in a default or claim of default thereunder. To Seller’s Knowledge, no party to any Material Contract has notified Seller that it intends to cancel, withdraw, modify or amend such Material Contract. (c) With respect to each Material Contract relating to a Governmental Authority, through either a subcontract or distributor, reseller or similar type of arrangement (a “Material Government Contract”), except as set forth on Schedule 4.20(c): (i) No material termination or default, cure notice or show cause notice is, or since January 1, 2003, has been, in effect with respect to any Material Government Contract; (ii) To Seller’s Knowledge, all material representations and certifications executed, acknowledged or set forth in each Material Government Contract were complete and correct in all material respects as of their effective date; (iii) Since January 1, 2003, no contracting officer of a Governmental Authority has informed Seller in writing that Seller has breached or violated in any material respect any material statute or regulation pertaining to any Material Government Contract; (iv) Since January 1, 2003, there has been no known governmental investigation (other than routine investigations and audit proceedings) of Seller regarding an alleged or potential material violation of law by Seller with respect to any Material Government Contract; and (v) Seller is not debarred or suspended from participation in the Core MTS Business, oraward of any Material Government Contract nor, to the knowledge of MCKSeller, is any other party thereto is in default debarment or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselsuspension proceeding pending against Seller.

Material Contracts. (a) With respect to the Company and its Subsidiaries, Schedule 4.22 of the Disclosure Schedule sets forth a complete and correct list, categorized to correspond to the subparagraphs of this Section 4.22(a), of each Contract that is in effect as of the date of this Agreement and related to the continued operation of the Nitrogen Business: (i) None that creates a right to lease, use or occupy real estate; (ii) that is a lease or agreement under which the Company or any Subsidiary is lessor of or permits any third party to hold or operate any real property, or material personal property (other than office equipment), owned or controlled by the Company or any Subsidiary; (iii) that contemplates or involves the performance of services or sales of products by any of the Core MTS Business Company or any of its Subsidiaries having a value in excess of $250,000 in the aggregate during the twelve (12) month period preceding the date of this Agreement, and which is a party not terminable by the Company or its Subsidiaries without material penalty or on not more than ninety (90) days’ prior notice; (iv) that relates to the purchase or bound by: lease of personal property from any supplier or the furnishing of services to the Company or its Subsidiaries and involves payments in excess of $100,000 during the twelve (12) month period preceding the date of this Agreement or commitments for such purchase or lease following such period, other than (A) any agreement short-term purchase orders entered into in the Ordinary Course of Business, (B) those Contracts of the type subject to Section 4.22(a)(v) (without regard to amounts) or (C) Contracts for legal, accounting or other professional services approved by the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreBankruptcy Court; (Bv) any agreement other than for sales of product or the purchase of materialsraw materials or inventory in the Ordinary Course of Business, suppliespursuant to which the Company or its Subsidiaries received (or were entitled to receive) or paid (or were obligated to pay) more than $250,000 in the twelve (12) months preceding the date of this Agreement, goodsother than Contracts for legal, services, equipment accounting or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsprofessional services approved by the Bankruptcy Court; (Cvi) any salesrelating to, distribution or other similar agreement providing for the sale of materialsand evidences of, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness Indebtedness for borrowed money, any mortgage, pledge security agreement, or the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations asset in excess of $1,500,000 50,000); (vii) containing covenants of any of the Company or more its Subsidiaries not to compete in any line of business or with any other Person in any geographical area; (viii) that is an assignment, license, indemnification or agreement with respect to any material intangible property (including, without limitation, any material Intellectual Property rights); (ix) is a material distribution or franchise agreement; (x) other than those subject to Section 4.22(a)(xiii), that is a Contract, agreement or other arrangement with any officer, director, stockholder, or Affiliate, or any Affiliate of any officer, director, stockholder, or any individual related by blood, marriage or adoption to any such individual or any entity in which any such Person or individual owns more than one percent (i1%) intercompany indebtedness among of the MCK Contributed Entities and equity interest; (iixi) intercompany indebtedness among that is a collective bargaining agreement; (xii) that is a settlement, conciliation or similar agreement entered into prior to the date of this Agreement pursuant to which the Company or any of its Subsidiaries will be required following execution of this Agreement to pay consideration in any form in excess of $100,000; (xiii) that is between the MCK Contributed EntityCompany or any Subsidiary, on the one hand, and MCK any Transferred Subsidiary or any of its Affiliates (other than the MCK Contributed Entities)Non-Controlled Subsidiary, on the other hand; provided thator (xiv) that is otherwise material to the Nitrogen Business (the “Material Contracts”). (b) There are no Contracts that would constitute Material Contracts if related to the Nitrogen Business that are not so related and that will be binding on the Company as of Closing. (c) Other than as set forth on Schedule 4.22 of the Disclosure Schedule, (i) each of the Company and its Subsidiaries have performed all material obligations required to be performed by it through the date of this Agreement under each Material Contract and is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder, other than any breach or default that would not enable the case of clause counterparty to terminate such Material Contract or assess a material penalty or assessment against the Company following the Closing, and (ii) any such indebtedness shall be paid off in full at or prior no party to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property);Material Contracts has commenced any action against the Company or its Subsidiaries or given any written notice of any material default or violation under any Material Contract that was not withdrawn or dismissed. Each of the Material Contracts is, or will be at Closing, valid, binding and in full force and effect against the Company and its Subsidiaries, except as otherwise set forth on Schedule 4.22 of the Disclosure Schedule or except to the extent a Material Contract will expire or is not renewed by the counterparty thereto in accordance with its terms. (Hd) As of the date of this Agreement, the Company has no Knowledge of any material agreement breach or anticipated material breach by the other parties to any Material Contract. The Company has no Knowledge of any breach or anticipated breach by the other parties to any Material Contract reasonably likely to result in any Material Adverse Effect. (excluding licenses for commercial off e) Except as set forth on Schedule 4.22 of the shelf computer software that are generally available on nondiscriminatory pricing termsDisclosure Schedule, neither the Company nor any Subsidiary has assigned any rights or obligations under any Material Contract to any other Person. (f) pursuant To the Knowledge of the Company, Schedule 4.22 of the Disclosure Schedule also contains a complete list of all executory Contracts to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK Company or any Affiliate of MCK with obligations that continue following the Closing its Subsidiaries (other than the Transaction Documents); (MNon-Controlled Subsidiaries) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsa party. (iig) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid True and binding agreement correct copies of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI each Material Contract, except for any such defaults together with all amendments, waivers or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments other changes thereto, in each case subject to the redaction of certain information, have been delivered made available to MCK or its outside counselParent.

Material Contracts. (ia) None Except as filed as an exhibit to the Company SEC Reports filed before the date of this Agreement or as set forth in SECTION 2.14 of the Core MTS Business or Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries is a party to or bound byby any: (Ai) any employment agreement for the lease or sublease (whether of real or personal property) providing for annual payments pursuant to which an employee is entitled to receive a base salary in excess of $750,000 100,000 per year (other than those that are terminable at will by the Company or moresuch subsidiary without cost, payment or penalty); (Bii) any agreement contract, whether as licensor or licensee, for the purchase license of materialsany patent, suppliesknow-how, goodstrademark, servicestrade name, equipment service mark, copyright or other assets providing intangible asset that provides for annual payments paym▇▇▇▇ by or to the Company or such subsidiary in excess of $3.0 million or more in MCK’s fiscal 100,000 per year 2016, including any independent contractor agreements, but excluding any employment agreements(other than licenses of commercial off-the-shelf computer software); (Ciii) any salesloan or guaranty agreement, distribution indenture or other similar instrument, contract or agreement providing for the sale under which in excess of materials$100,000 has been borrowed or loaned or any note, supplies, goods, services, equipment bond or other assets that provides for annual payments evidence of indebtedness in excess of $5.0 million or more in MCK’s fiscal year 2016100,000 has been issued, other than guarantees by the Company of real property leases of certain of its subsidiaries; (Div) any equity partnershipmortgage, joint venture security agreement, conditional sales contract, capital lease or other similar agreement with total payments in excess of $100,000 per year or arrangement that is effectively creates a lien, encumbrance or security interest on any material to assets of the Core MTS BusinessCompany or any of its subsidiaries; (Ev) contract restricting the Company or any of its subsidiaries in any material respect from engaging in business or from competing with any other parties, including, but not limited to, geographic limitations on the Company's or any of its subsidiaries' activities; (vi) written agreement relating to the acquisition reorganization or disposition merger of the Company or any business (whether by merger, sale subsidiary that has not been consummated as of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or morehereof; (Fvii) any agreement relating to indebtedness for borrowed money, material partnership or joint venture agreement; (viii) collective bargaining agreement; (ix) contract that is a "material contract" (as defined in Item 601(b)(10) of Regulation S-K under the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the ClosingSecurities Act); (Gx) any restaurant services, management, royalty or similar agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or with total payments by the Company after the Closing), or any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation subsidiary in excess of $300,000 100,000 per year, other than those that can be terminated without liability to intercompany agreements among the Core MTS BusinessCompany and/or one or more of its subsidiaries; (Lxi) agreements relating to the acquisition of any agreement with material assets or for relating to the benefit merger or consolidation of MCK the Company or any Affiliate of MCK its subsidiaries with any other entity that have (A) not been consummated as of the date hereof or (B) that, if consummated as of the date hereof, have any remaining outstanding monetary obligations that continue following the Closing in excess of $100,000; (xii) investment banking agreement of any kind or nature whatsoever; (xiii) other contracts (other than the Transaction Documentsthose listed in CLAUSES (i) through (xii) above); (MA) with a term longer than one (1) year from the date hereof that involve payments by the Company and/or any agreement with or for the benefit of MCK or any Affiliate its subsidiaries in excess of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million100,000 per year; or (NB) with a term less than one (1) year from the date hereof that involve payments by the Company and/or any agreement with any Governmental Authority relating to corporate integrityof its subsidiaries in excess of $200,000, deferred prosecution, that are not terminable without premium or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws.penalty on less than 30 days' notice; (iixiv) Each agreement required agreements or insurance policies providing for indemnification of any officer or director of the Company or any of its subsidiaries, other than the existing directors' and officers' insurance policy and the Certificate of Incorporation and Bylaws or other organizational documents, as currently in effect, of the Company and each of its subsidiaries; or (xv) agreements evidencing a loan to be disclosed any officer or director of the Company or any of its subsidiaries, other than advances for expenses pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement the Company's standard expense reimbursement policies. All of the Core MTS Business foregoing, together with the Company Leases, any material agreements related to Company Intellectual Property, and is the Franchise Agreements, are collectively called "COMPANY MATERIAL CONTRACTS." (b) All such Company Material Contracts are in full force and effect, effect and none are valid and binding obligations of the Core MTS BusinessCompany or its subsidiaries and enforceable against the Company or its subsidiaries in accordance with their respective terms, orsubject to the Enforceability Exceptions. Neither the Company nor any of its subsidiaries nor, to the knowledge of MCKthe Company, any other party thereto to any Company Material Contract is in breach of or in default or breach in under any respect under of the terms of such MTI Company Material ContractContracts, except for any such breaches or defaults or breaches which would that have not had and could not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Core MTS Business, taken as a wholeCompany Material Adverse Effect. True and complete copies of each MTI all written Company Material Contract, Contracts and true and correct summaries of all amendments thereto, in each case subject to the redaction of certain information, oral Company Material Contracts have been delivered or made available to MCK or its outside counselPurchaser.

Material Contracts. (i) None of i. Other than the Core MTS Business Ancillary Agreements, there is no, written or oral, legally binding contract, agreement, instrument or other arrangement to which the Company or any of its Subsidiaries is a party to or bound bythat: (A) contains covenants (I) that prohibit or materially restrain the ability of the Company or any agreement for of its Subsidiaries or Subscriber or any of its affiliates to compete, to conduct any business or line of business, to provide services or products to any Person in any geographic area, or (II) with “most favored nation” terms and conditions (including with respect to pricing and discounts) granted by the lease Company that would materially affect the Company or sublease (whether any of real its Subsidiaries or personal property) providing for annual payments Subscriber or any of $750,000 or moreits affiliates; (B) requires or restricts the payment of dividends, distributions in respect of any agreement for capital stock of the purchase Company or the repurchase or redemption of materials, supplies, goods, services, equipment or other assets providing for annual payments any capital stock of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsthe Company; (C) any sales, distribution or other similar agreement providing provides for the sale incurrence, guarantee or assumption of materials, supplies, goods, services, equipment or other assets that provides third party indebtedness for annual payments borrowed money in excess of $5.0 million 10,000,000, other than advancement of expenses to directors, officers or more employees in MCK’s fiscal year 2016the ordinary course of business; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to provides for the acquisition or disposition of any business (whether by mergerassets of the Company that are material to the Company and its Subsidiaries, sale of stocktaken as a whole, sale of assets or otherwise) except within the three years preceding ordinary course of business; (E) provides for any strategic alliance, joint venture or similar profit-sharing relationship with any Person that is material to the date hereof involving aggregate consideration of $250,000 or moreCompany and its Subsidiaries, taken as a whole; (F) is with any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior Governmental Authority that is material to the Closing)Company and its Subsidiaries, taken as a whole; (G) is with any agreement that restrictsrecord or, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice knowledge of the Core MTS Business Company, director or beneficial owner of five percent (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing5%) or limits the freedom, in any material respect, more of the Core MTS Business voting securities of the Company, or, to the knowledge of the Company, “affiliate” (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use members of any of their “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)Exchange Act) of any such director or beneficial owner, and is material to the Company and its Subsidiaries, taken as a whole; (H) any material agreement (excluding licenses provides for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which lease for real or personal property with aggregate annual rental payments in excess of $10,000,000 in the Core MTS Business obtains the right to usefiscal year ending December 31, or a covenant not to be sued under, any Intellectual Property Right2024; (I) involves the settlement of any agreement pursuant to which any Person is authorized to useclaim, action or receives a covenant not to be sued underproceeding or threatened claim, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into action or proceeding involving payments after the date of this Subscription Agreement in the ordinary course excess of business consistent with past practice;$10,000,000; or (J) any agreement pursuant is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act) (each such contract referred to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each6(k)i, a “MTI Material Contract”) ). ii. Each Material Contract is a valid and binding agreement on the Company or its Subsidiaries, as the case may be, and, to the knowledge of the Core MTS Business Company, each other party thereto, and is in full force and effect, and none . None of the Core MTS BusinessCompany or any of its Subsidiaries, or, to the knowledge of MCKthe Company, any the other party thereto parties thereto, is in default or material breach in any respect under the terms of any Material Contract to which it is a party or by which it may be bound where such MTI Material Contract, except for any such defaults default or breaches which material breach would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Company Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselAdverse Effect.

Material Contracts. (a) With the exception of the Excluded Contracts, Schedule 1.1(f) includes a list of those contracts and agreements with respect to the ownership of the Acquired Assets and the operation of the Facilities which: (i) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) require the payment by the Sellers during the remaining term of such instrument in excess of Twenty-Five Thousand Dollars ($25,000) on an annualized basis, and (B) either (1) have remaining terms of more than 12 months or (2) cannot be terminated by the applicable Seller (prior to Closing) or Purchaser (after Closing) at any agreement for the lease time without cause and without obligation to pay a termination fee or sublease penalty upon notice of ninety (whether of real 90) calendar days or personal property) providing for annual payments of $750,000 or moreless; (Bii) are with any agreement for of the purchase of materialsFacilities’ referral sources (as determined by applicable health care laws, suppliesrules and regulations), goodsincluding, serviceswithout limitation, equipment or other assets providing for annual payments of $3.0 million or more in MCKany physicians on any Hospital’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsmedical staff; (Ciii) relate to joint ventures (in the form of partnerships, limited liability companies or corporations) in which any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016;Seller has any investment interest which is an Acquired Asset as set forth herein; or (Div) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or contain a covenant not to be sued under, compete or restrictive covenant which is binding upon any Intellectual Property Right; (I) Seller with respect to any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation Acquired Assets. Contracts described in excess of $300,000 per year, other than those that can be terminated without liability this Section 4.4(a) are referred to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsherein as “Material Contracts”. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and Contract is in full force and effect, effect and none is the valid and binding obligation of the Core MTS Business, orSeller party to it and, to the knowledge of MCKSellers, any of each other party thereto is in default or breach in any respect under the terms of such MTI Material Contractthereto, except for any such defaults or breaches which would where a failure of the Material Contract to be in full force and effect is not reasonably be expectedmaterial, individually or in the aggregate, to be material the operation of the Facilities. The consummation of the transactions contemplated by this Agreement will not result in a breach of any term or provision of, or constitute (with or without notice or lapse of time or both) a default under, any Material Contract to which any Seller is a party, or which is binding on any Seller, or to which the Core MTS BusinessAcquired Assets are subject. The consummation of the transactions contemplated by this Agreement will not give any other party to any such Material Contract a right to cancel or terminate the same, taken as a wholeright to modify or amend the terms thereof, or result in an acceleration of the maturity or performance of any obligation under any such contract. True and complete copies No such breach, default, cancellation, termination, modification or amendment or acceleration described in this Section 4.4 would prevent the Sellers from consummating the transactions contemplated by this Agreement, or would result in the creation of each MTI Material Contract, and all amendments thereto, in each case subject to any lien or liability on the redaction of certain information, have been delivered to MCK or its outside counselAcquired Assets.

Material Contracts. (iExcept for the Contracts set out in Section 4.16(a) None of the Core MTS Seller Disclosure Letter (the “Material Contracts”), the Leases, the Employee Contracts and the Contracts forming part of the Purchased Business or any of its Subsidiaries IP, the Seller is not a party to or bound byby any Contract material to the Purchased Business or the ownership of the Purchased Assets and there are no ongoing contractual negotiations that if they were completed would result in a Material Contract. The list of Material Contracts includes: (Aa) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business Contract for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available services for purchase by business entities the Purchased Business: (i) involving in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers case of any such Contract or providers and which provide for annual payments group of less related Contracts, the payment or receipt by the Seller of more than $1.0 million200,000 in aggregate per year during the remaining term thereof or that required such payments in the 12-month period prior to the Reference Date; or (Nii) which contains minimum purchase commitments or other terms that restrict or limit the purchasing or selling ability of the Seller; (b) any agreement Contract relating to the Purchased Business containing most favoured nations pricing provisions, or that grants exclusivity rights; (c) any confidentiality, secrecy or non-disclosure Contract relating to the Purchased Business or any Contract relating to the Purchased Business limiting the freedom of the Seller to engage in any line of business, compete with any Governmental Authority Person, solicit any Person, operate its assets at maximum production capacity or otherwise restricting its ability to carry on the Purchased Business; (d) any Contract relating to corporate integritythe Purchased Business, deferred prosecutionexcept for Contracts with customers of the Purchased Business, that expires, or that may be renewed at the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws.option of any Person other than the Seller so as to expire, more than one year after the date of this Agreement; (iie) Each any Contract with customers of the Purchased Business that generated gross monthly recurring revenue in excess of $5,000; (f) any trust indenture, deed of hypothec, mortgage, promissory note, loan agreement or other Contract relating to the Purchased Business or affecting the Purchased Assets for the borrowing of money, any currency exchange, swaps, commodities or other hedging or derivative arrangement, or any leasing transaction of the type required to be disclosed capitalized in accordance with IFRS; (g) any Contract relating to grants or other forms of assistance received by the Seller in respect of the Purchased Business from any Governmental Authority; (h) any Contract pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) which the Seller is a valid and binding agreement lessor of any equipment, motor vehicles, furniture, fixtures or other personal property included in the Purchased Assets; (i) any Contract relating to the Purchased Business involving any continuing representation, warranty or indemnification obligation of the Core MTS Business and is Seller to any other Person, other than in full force and effectthe Ordinary Course; (j) any Contract of guarantee, and none support, indemnification, assumption of, or any similar commitment of the Core MTS BusinessSeller with respect to, orthe Purchased Business with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person; (k) any partnership, joint venture or alliance Contract in respect of the Purchased Business with any Person; (l) any other Contract that is otherwise material to the knowledge Purchased Business or by which any of MCK, the material Purchased Assets are bound or affected; (m) any other Contract made out of the Ordinary Course; or (n) any Contract relating to the Purchased Business with a related party thereto is in default or breach in any respect under of the terms Seller. A true and complete copy of such MTI each Material Contract, except for any such defaults or breaches which would not reasonably be expectedincluding all amendments and supplements thereto, individually or has been included in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselData Room.

Material Contracts. (ia) None Section 3.1.21(a) of the Core MTS Business Seller Disclosure Schedules contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 3.1.21(a) to which Sellers or any of its their Subsidiaries is a party to and under which Sellers or bound by: any of their Subsidiaries have any current or future rights, responsibilities, obligations or liabilities in connection with the Business, other than (A) any agreement stand-alone purchase order not made pursuant to a separate Contract (as long as such purchase order does not impose future obligations on Sellers or their Subsidiaries outside of the Ordinary Course for the lease or sublease (whether purchase orders of real or personal property) providing for annual payments of $750,000 or more; such products), (B) any agreement for the purchase of materials, supplies, goods, services, equipment Plan or other assets providing for annual payments of $3.0 million confidentiality agreements to which Sellers or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; their Subsidiaries is a party and (C) any salesExcluded Contracts (all Contracts of the type described in this Section 3.1.21(a), distribution being referred to herein as the “Material Contracts”), each such Contract that: (i) is or other similar agreement providing for would be required to be filed as an exhibit to Sellers’ Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016Securities Act; (Dii) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Businesswith a Top Customer; (Eiii) is with a Top Supplier; (iv) requires expenditures by Sellers or payments to be received by Sellers in excess of $100,000 in the previous twelve (12) month period and/or in the next twelve (12) month period, in each case, as measured from the date hereof; (v) relates to the incurrence by Sellers of any agreement relating indebtedness for borrowed money or any capitalized lease obligations; (vi) relates to the acquisition or disposition outside the Ordinary Course of any business material assets or any material business, or any capital stock or equity interests of any Person (whether by merger, sale or purchase of stock, sale or purchase of assets or otherwise) within entered into during the three years preceding two (2) year period prior the date hereof involving aggregate consideration of $250,000 or morehereof; (Fvii) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any assetA) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (limits or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedomlimit, in any material respect, the freedom of the Core MTS Business (to engage or the Company after the Closing) to conduct the following activities (i) engage compete in any line of businessbusiness or with any Person or in any geographic area, (B) contains exclusivity or “most favored nation” obligations to which the Business is subject in favor of any Person or (C) contains any other provisions restricting or purporting to restrict the ability of the Business to Research, Commercialize or otherwise Exploit the Products in any material respect, directly or indirectly through third parties (in the case of clauses (A), (B) and (C), other than any such restriction or purported restrictions that have a de minimis effect on the Business); (viii) is a Contract pursuant to which Sellers (A) receives any license to any Intellectual Property material to the Business or the development or Exploitation of any Product (other than (w) non-exclusive licenses to use commercially available software, (x) non-disclosure agreements, (y) licenses for open source software, and (z) licenses which are merely incidental to the primary transactions contemplated by the Contract) or (B) grants or licenses to a third party any rights to use any material Owned Intellectual Property (other than Intellectual Property licensed in the Ordinary Course on a non-exclusive basis); (ix) is a Collective Bargaining Agreement; (x) relates to any settlement, conciliation or stipulation of any Litigation against Sellers or any of their Subsidiaries relating to any of the Purchased Assets, the Assumed Liabilities or the Business that contains any material outstanding or unsatisfied requirements (excluding confidentiality, non-disparagement, and other similar customary provisions), other than settlements of penalties in the Ordinary Course pursuant to a manufacturing agreement, distribution agreement or other Ordinary Course agreement for any Product; and (xi) is a lease agreement pursuant to which Sellers or their applicable Subsidiaries use or occupy the Leased Real Property. (b) Sellers have made available to Buyer correct and complete copies of all Material Contracts in effect as of the date hereof. Except for those arising out of the Chapter 11 Cases and payment of the Cure Costs set forth in the Cure Cost Certificate, as of the date hereof, (i) Sellers are not in material breach or default of its obligations under any Material Contract, (ii) sellto Sellers’ Knowledge, license no condition exists that with notice or otherwise distribute services lapse of time or products in any geographic area both would constitute a material default by Sellers or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect their applicable Subsidiary under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto(iii) to Sellers’ Knowledge, no other party to any such Material Contract is in each case subject to the redaction of certain information, have been delivered to MCK material breach or its outside counseldefault thereunder.

Material Contracts. (a) Schedule 3.15 of the Disclosure Schedules lists each of the following written Contracts (such Contracts as described in this Section 3.15(a) being “Material Contracts”): (i) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement The top 50 partner/publisher Contracts for the lease or sublease (whether US Media Business, based on revenues for the month of real or personal property) providing for annual payments of $750,000 or moreDecember, 2008; (Bii) any agreement The top 50 advertiser Contracts for the purchase US Media Business, based on revenues for the month of materialsDecember, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements2008; (Ciii) any sales, distribution or other similar agreement providing The top 50 partner/publisher Contracts for the sale of materialsEU Media Business, suppliesbased on revenues for the calendar quarter ended December 31, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 20162008; (Div) any equity partnershipThe top 50 advertiser Contracts for the EU Media Business, joint venture or other similar agreement or arrangement that is material to based on revenues for the Core MTS Businessmonth of December, 2008; (Ev) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement all Contracts relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (Gvi) any agreement all Contracts that restricts, prohibits limit or impairs (or purports purport to restrict, prohibit or impair), or has or would reasonably be expected to have limit the effect of prohibiting, restricting or impairing, any material business practice ability of the Core MTS Media Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any Person or products in any geographic area or (iii) compete with during any Person (including, for the avoidance period of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)time; (Hvii) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, Contract with any Intellectual Property RightGovernmental Authority; (Iviii) any agreement pursuant Contract relating to which the Media Business that involves a Related Party of a Seller or any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practiceits Subsidiaries; (Jix) any agreement pursuant to which the Core MTS Business has provided all joint venture, legal partnership or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)similar Contracts; (Kx) any agreement Contract relating to the employmentlease, severance, retention sale or indemnification purchase of any service provider of real property used or intended to be used in the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Media Business; (Lxi) any agreement with Contract relating to settlement of any administrative or for judicial proceedings within the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)past five years; (Mxii) any commercial agency agreement with or for within the benefit meaning of MCK or any Affiliate of MCK with obligations that continue following the Closing UK Commercial Agents (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 millionCouncil Directive) Regulations 1993; or (Nxiii) other than in respect of any agreement partner/publisher or advertiser Contract, any other Contract potentially involving $50,000 payments per annum either to any of the Sellers or owed by any of the Sellers in relation to the Media Business. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsSecurities and Exchange Commission. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a valid and binding agreement on a Seller and, to the Knowledge of the Core MTS Business Sellers, the counterparties thereto, and is in full force and effect, and none . None of the Core MTS BusinessSellers is in breach of, or, to the knowledge of MCKor default under, any other party thereto Material Contract to which it is in default or breach in any respect under the terms of such MTI Material Contracta party, except for any such breaches or defaults or breaches which that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect. The Sellers have delivered or made available to the Core MTS Business, taken as a whole. True Buyers true and complete copies of each MTI all Material ContractContracts, and all including any amendments thereto. There are no guaranteed minimum payments, in each case subject orders or volume requirements imposed upon any of the Sellers or that will be imposed upon any of the Buyers immediately after Closing under any Material Contact specified by clause (i), (ii), (iii) or (iv) of the foregoing Section 3.15(a). Sellers represent and warrant that the Collocation Service Agreement effective December 27, 2005 by and between NTT America, Inc. and MIVA Direct, as amended to date, will not terminate sooner than that date which is 30 days from the redaction of certain information, have been delivered to MCK or its outside counseldate hereof.

Material Contracts. (a) Except for this Agreement, Section 4.21 of the First Majestic Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.21(a) to which First Majestic or a First Majestic Subsidiary is a party or by which their respective properties or assets are bound (all Contracts of the type described in this Section 4.21(a) being referred to herein as the “First Majestic Material Contracts”): (i) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for material joint venture, partnership or other similar Contract relating to the lease formation, creation, operation, management or sublease (whether control of real any joint venture, partnership or personal property) providing for annual payments of $750,000 limited liability company or more; any research and development project Contract, and (B) any agreement for the purchase of materialsstockholders, suppliesinvestors rights, goods, services, equipment registration rights or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementssimilar agreement; (Cii) any salesContract expressly limiting or restricting the ability of First Majestic, distribution Merger Sub or other similar agreement providing for the sale of materials, supplies, goods, services, equipment First Majestic Subsidiaries to make distributions or other assets that provides for annual payments of $5.0 million declare or more in MCK’s fiscal year 2016pay dividends to its stockholders; (Diii) any equity partnership, joint venture or other similar agreement or arrangement Contract that is material to the Core MTS Business; (EA) any agreement relating to provides for the acquisition or disposition divestiture of any material asset (other than Contracts covered by clause (x) below and other than acquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration ), in each case, in excess of $250,000 or more1,000,000 and (B) contains outstanding obligations that are material to First Majestic and the First Majestic Subsidiaries, taken as a whole; (Fiv) any agreement relating Contract (excluding non-exclusive licenses for uncustomized, commercially available “off the shelf” Software or IT Systems licensed pursuant to indebtedness for borrowed moneystandard terms and conditions) under which First Majestic or any First Majestic Subsidiary is granted any license or other rights with respect to any Intellectual Property or IT Systems of a third party (including by means of covenants not to sue or software-as-a-service agreements), which Contract or Intellectual Property is material to the deferred purchase price business of property First Majestic or capital leases the First Majestic Subsidiaries, taken as a whole; (v) any Contract with any Governmental Entity involving annual aggregate payments in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations excess of $1,500,000 1,000,000 in fiscal year 2023; (vi) each Contract that limits in any material respect the freedom of Gatos to compete in any line of business or more geographic region; (vii) any Contract with (A) any Person that, by itself or together with its affiliates or those acting in concert with it, beneficially owns, or has the right to acquire beneficial ownership of, at least five percent (5%) of the First Majestic Shares or (B) any affiliates of First Majestic (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the ClosingFirst Majestic Subsidiaries); (Gviii) any agreement that restrictsContract entered into since December 31, prohibits 2022, involving the settlement of any Action or impairs threatened Action (or purports to restrict, prohibit series of related Actions) (A) which (x) will involve payments after the Effective Time in excess of $1,000,000 or impair)(y) will impose, or imposed, monitoring or reporting obligations after the Effective Time to any other Person outside the ordinary course of business or material restrictions after the Effective Time on First Majestic or any First Majestic Subsidiary or (B) with respect to which material conditions precedent to the settlement have not been satisfied; (ix) (A) any loan Contracts, notes, letters of credit and other evidences of Indebtedness in excess of $4,000,000, (B) any mortgages, pledges and other evidences of liens securing such obligations or any material real or other property and (C) any guarantees supporting such obligations and financing Contracts including change of control provisions, in each case, other than (X) Contracts solely among First Majestic and any wholly owned First Majestic Subsidiary, and (Y) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the First Majestic SEDAR+ Documents and which are publicly available prior to the date hereof in unredacted form; (x) any Contract that is a contractual royalty, production payment, net profits, earn-out, streaming agreement, metal prepayment or similar Contract that has a value or potential value in excess of $10,000,000; (xi) any Contract that is a collective bargaining or union agreement or any other material Contract with any labor union; and (xii) any Contract pursuant to which First Majestic or any First Majestic Subsidiary spent or received, in the aggregate, more than $10,000,000 during the twelve (12) months prior to the date hereof or could reasonably be expected to spend or receive, in the aggregate, more than $10,000,000 during the twelve (12) months immediately after the date hereof (including any Contract relating to any future capital expenditures by First Majestic or any of the First Majestic Subsidiaries). (b) First Majestic has provided to Gatos prior to the date of this Agreement a true, correct and complete copy of each written First Majestic Material Contract as in effect on the date of this Agreement. Neither First Majestic nor any First Majestic Subsidiary is in breach of or default under the terms of any First Majestic Material Contract where such breach or default has had or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expectedhave, individually or in the aggregate, a First Majestic Material Adverse Effect. To the knowledge of First Majestic no other party to any First Majestic Material Contract is in, or is alleged to be in, breach of or default under the terms of any First Majestic Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a First Majestic Material Adverse Effect. Except (i) to the extent that any First Majestic Material Contract expires in accordance with its terms or (ii) as such expiration or termination has not been, and would not reasonably be expected to be, individually or in the aggregate, material to First Majestic and the Core MTS BusinessFirst Majestic Subsidiaries, taken take as a whole. True , each First Majestic Material Contract has not been terminated and complete copies is a valid and binding obligation of First Majestic or the First Majestic Subsidiary which is party thereto and, to the knowledge of First Majestic, of each MTI Material Contract, and all amendments other party thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselEnforceability Exceptions.

Material Contracts. (ia) None Except as set forth on Section 3.09 of the Core MTS Business or Disclosure Schedule, with respect to the Business, neither Seller nor any of its Subsidiaries is a are party to or bound by: (Ai) any agreement for the lease or sublease (whether of real or personal property) providing for requiring (A) annual payments rentals of $750,000 25,000 or more or (B) aggregate payments by Seller and its Subsidiaries of $25,000 or more, in the case of each of clauses (A) and (B) that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty; (Bii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing requiring for either (A) annual payments by Seller or any of its Subsidiaries of $3.0 million 25,000 or more or (B) aggregate payments by Seller or any of its Subsidiaries of $25,000 or more, in MCK’s fiscal year 2016, including each case that cannot be terminated on not more than 120 days’ notice without payment by Seller or any independent contractor agreements, but excluding of its Subsidiaries of any employment agreementsmaterial penalty; (Ciii) any sales, distribution or other similar agreement providing for the sale by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that provides for requires annual payments to Seller or any of its Subsidiaries of $5.0 million 25,000 or more in MCK’s fiscal year 2016more; (Div) any equity material partnership, joint venture venture, license, participation or other similar agreement or arrangement that is material (other than licenses to the Core MTS Businesscommercially available off-the-shelf software); (Ev) any agreement relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (Gvi) any agreement that restricts, prohibits lease of Real Property or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property);personal property; or (Hvii) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations Seller that continue following will not be terminated at or prior to the Closing (other than the Transaction Documents); (M) without creation of any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations liability that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawswould be an Assumed Liability. (iib) Each agreement required to be disclosed pursuant to this of the Contracts identified on Section 4.02(i3.09(a) of the Disclosure Schedule (each, a the “MTI Material ContractContracts”) is a valid and binding agreement of the Core MTS Business has been provided or made available (in an electronic data room to which Buyer has access) to Buyer and is in full force and effecteffect and is the legal, valid and none binding obligation of the Core MTS BusinessSeller or the applicable Subsidiary of Seller that is a party thereto, enforceable against such party in accordance with such its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity). Seller and each applicable Subsidiary of Seller is in compliance with and has performed, in all material respects all obligations required to be performed by it in connection with each such Material Contract. Since the Emergence Date, neither the Seller nor any Subsidiary of Seller has received any written notice or claim (or, to the knowledge of MCKSeller, any oral notice or claim) that it has breached, violated or defaulted in any material respect under any of the terms or conditions of any Material Contract, that remains pending or unresolved, and there exists no material breach, material violation, default or event of default under any Material Contract, nor, to Seller’s knowledge, any event, occurrence, condition or act, with respect to the Seller, any Subsidiary of Seller or any other contracting party, which with the giving of notice, the lapse of time or the happening of any other event or condition, would reasonably be expected to become a material breach, default or event of default under any Material Contract. (c) There is no outstanding written notice (or, to the knowledge of Seller, any oral notice) of acceleration, cancellation or termination in connection with any Material Contract and neither the Seller nor any Subsidiary of Seller, nor to Seller’s knowledge, any other party thereto is in default currently contemplates any acceleration, termination or breach in amendment of any respect Material Contract outside the ordinary course of the Business. (d) Neither Seller nor any Subsidiary of Seller has a material payment dispute with any third party under the terms of such MTI any Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (a) Schedule 2.1(e) contains a complete list, as of the date hereof, of all of the Contracts which are material to the business and operations of the Station (the "Material Contracts"), including, without limitation: (i) None of the Core MTS Business Each partnership or any of its Subsidiaries joint venture agreement to which Seller is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreparty; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required limiting the right of Seller to be disclosed engage in or compete with any Person in any business or in any geographical area; (iii) Each agreement or other arrangement of or involving Seller with respect to indebtedness for money borrowed, including letters of credit, guaranties, indentures, swaps and similar agreement; (iv) Each management, consulting, severance or similar agreement, and each employment agreement to which Seller is a party; (v) Each collective bargaining agreement to which Seller is a party; (vi) Each operating contract and agreement to which the Seller is a party or by which Seller is bound, including, without limitation, each broadcast time sales agreement (which has a remaining term of more than six (6) months), each network affiliation agreement, national representation agreement, national and local marketing agreement, each lease and sublease relating to leased Real Property, each employment agreement and talent contract, and each agreement relating to any motor vehicles; (vii) Each film and programming license and agreement (syndicated or otherwise) and Contract under which Seller is authorized to broadcast film product or programs on the Station including, without limitation, each cash and non-cash (barter) program contract and sports broadcasting agreement ("Program Contracts"); each Contract pursuant to this Section 4.02(i) which Seller has sold, traded or bartered commercial air time on the Station in consideration for any property or services in lieu of or in addition to cash, including, without limitation, contracts under which commercial air time availability within a particular program are exchanged for the provision of such program (each, a “MTI Material Contract”) "Trade-out Agreements"); and each rebroadcasting or retransmission agreement to which Seller is a valid party; (viii) Each Contract which imposes a remaining Liability on Seller in excess of $25,000; and (ix) Each other Contract that is material to Seller or the business and binding agreement operations of the Core MTS Business and Station. (b) Except as set forth in Schedule 3.12(b), each Material Contract is in full force and effect, and none constitutes a legal, valid and binding obligation of, and is legally enforceable against Seller and each other party thereto. There are no Contracts other than those listed on Schedule 2.1(e) which represent material Liabilities of Seller or are material to the Core MTS Business, orbusiness or operations of Seller or to the Elcom Assets. Seller and, to the knowledge best of MCKSeller's Knowledge, any the other party thereto is parties thereto, have complied with all of the material provisions of such Material Contracts and are not in breach or default or breach thereunder in any respect material respect, and there has not occurred any event which (whether with or without notice or lapse of time) would constitute such a material breach or default by any of the parties thereunder. To Seller's Knowledge, there has not been any threatened cancellation of any Material Contract or any outstanding dispute thereunder. Subject to obtaining the Consents listed in Schedule 3.4(a), Seller has full legal power and authority to assign Seller's rights under the terms Material Contracts to Buyer in accordance with this Agreement, and the assignment of such MTI the Material ContractContracts to Buyer will not affect the validity, except for enforceability or continuation of any such defaults of the Material Contracts. (c) Except as set forth in Schedule 3.12(c), Seller is not now, or breaches which would during the past two (2) years has not reasonably be expectedbeen, individually a party, directly or in the aggregateindirectly, to be material to any contract, lease, arrangement or transaction, whether for the Core MTS Businesspurchase, taken as a whole. True and complete copies lease or sale of each MTI Material Contractproperty, and all amendments theretofor the rendition of services or otherwise, in each case subject to the redaction with any Affiliate of certain informationSeller, have been delivered to MCK or its outside counselany officer, director, employee, proprietor, partner or shareholder of Seller.

Material Contracts. (a) Schedule 2.12(a) sets forth, as of the date hereof, each Contract (w) to which either Seller or the Company is a party, (x) which is not an Excluded Asset (as defined under the Contribution Agreement), (y) under which there are continuing rights or obligations and (z) to which any of the descriptions set forth below apply (collectively, the “Material Contracts”): (i) None any Contract related to the Business which is a lease or sublease of real property; (ii) any Contract for the Core MTS acquisition or sale of any material asset related to the Business (other than, in each case, purchases or sales of Inventory in the ordinary course), in each case, involving assets the aggregate annual value of which exceeds $150,000; (iii) any Contract for the purchase of products, materials, supplies, equipment or services related to the Business (excluding purchase orders issued or executed in the ordinary course of business) with a total annual payment or financial commitment exceeding $150,000; (iv) any Contract that provides for the sale or distribution of any product with a total annual payment or financial commitment exceeding $150,000; (v) any Contract covering the Business that contains any non-compete provision that restricts Seller or any of its Subsidiaries is a party to Affiliates in any material respect from engaging or bound by: (A) competing in any agreement for line of business or in any geographic area, or from developing, manufacturing, marketing, distributing or selling any products or services, or that contains any standstill or customer non-solicitation obligations binding on Seller or the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreCompany; (Bvi) any agreement Contract related to the Business involving aggregate consideration in excess of $250,000 that provides indemnification for or the purchase assumption of materialsany Tax, supplies, goods, services, equipment environmental or other assets providing for annual payments material liability of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsthird party; (Cvii) any sales, distribution or other similar agreement providing for Contract related to a capital expenditure of the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments Business involving aggregate consideration in excess of $5.0 million or more in MCK’s fiscal year 2016250,000; (Dviii) any equity Contract related to the Business not otherwise described in this Section 2.12(a) involving an annual aggregate consideration in excess of $150,000; (ix) any Contract evidencing Indebtedness with respect to which Seller is an obligor and that imposes a Lien, other than a Permitted Lien, on any of the Transferred Assets; (x) any Contract related to the Business to which any Governmental Authority is a party; (xi) collective bargaining agreements or similar Contracts with any union, works council or other labor organization that applies to any of the Transferred Employees or independent contractors; (xii) any partnership, joint venture venture, strategic alliance or other similar agreement or arrangement that is material Contract related to the Core MTS BusinessBusiness with an aggregate value in excess of $150,000; (Exiii) any agreement relating to the acquisition written license, sublicense or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more similar Contract (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed EntityContract granting rights with respect to any databases, on the one hand, and MCK licenses to off-the-shelf software or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license Intellectual Property licensed or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) delivered pursuant to which the Core MTS Business obtains the right to usea click-wrap, shrink-wrap or a covenant not to be sued under, any Intellectual Property Right; (I) any similar agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into granted by third parties in the ordinary course of business consistent with past practice; an aggregate annual cost of less than $200,000 and (Jii) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and Contracts granting non-exclusive licenses in the ordinary course of business such as agreements with suppliers, advertising agencies, marketing companies, distributors and other vendors in which the license to Intellectual Property is incidental to the agreement) pursuant to which Seller (A) is granted any license, sublicense, option for the purchase a license, or sale of materials, supplies, goods, services (excluding similar right from a third party with respect to any employment agreements), equipment or other assets Intellectual Property that are generally available for purchase by business entities is currently used in the healthcare information technology industry on substantially conduct of the Business or (B) has granted any license, sublicense, option for a license or similar terms from non-Affiliated suppliers or providers and which provide for annual payments right to a third party with respect to any Intellectual Property that is currently used in the conduct of less than $1.0 millionthe Business; orand (Nxiv) any agreement with Contract outside the ordinary course of business that contains an express grant of any Governmental Authority relating to corporate integrityright of first refusal, deferred prosecution, right of first offer or right of first negotiation in favor of any Person in respect of the Core MTS Business’ acquisition of the Business or MCK’s material non-compliance with Health Care Lawsany of the Transferred Assets. (iib) Each agreement required Copies of the Material Contracts (including all amendments and modifications thereto), which are true and complete, have been made available to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Purchaser. All Material Contract”) is a Contracts are valid and binding agreement of the Core MTS Business and is are in full force and effecteffect and constitute legal, valid and binding obligations of Seller (and following the Contribution, as applicable, the Company), and, to the knowledge of the Company and Seller, of the other parties thereto, and none of are enforceable in accordance with their respective terms, except as enforceability may be limited by the Core MTS Business, Enforceability Exceptions. Seller has not received any written or, to the knowledge of MCKSeller, oral notice during the past twelve (12) months from any other party to any Material Contract terminating, or threatening to terminate, such Material Contract. Except as disclosed in Schedule 2.12(b), (i) neither Seller nor, to the knowledge of Seller, any other party to any Material Contract is in material default in complying with, or otherwise in material breach of, any provision of such Material Contract and (ii) to the knowledge of Seller, no condition or event or fact exists which, with notice, lapse of time or both, (A) would be likely to constitute a material default thereunder or material breach of any Material Contract on the part of Seller or, to the knowledge of Seller, any other party thereto is in default or breach (B) would be reasonably likely to create in any respect under other party to any Material Contract the right to terminate (whether for cause or otherwise), modify or cancel (as distinct from any right to terminate, modify or cancel at will without cause pursuant to the terms of thereof) such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.