Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Company Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), all of the following Contracts to which the Company is a party or by which it or its assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with any current or former officer, director, member or Affiliate of the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), forth all of the following Contracts to which the Company is a party or by which it or its material assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with any Selling Member or Affiliate thereof or any current or former officer, director, member or Affiliate of the Company; (ii) Contracts with any labor union or association representing any Employee employee of the Company; (iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract Contracts giving rise to Liabilities of the Company in excess of $25,00050,000; (ix) each Contract all Contracts providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputsoutputs that are not cancelable without penalty or further payment on 30 or less days’ notice; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-part- time or consulting or other basis providing annual compensation in excess of $50,000basis; (xiv) material management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) on 30 or less days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contractsContracts) which involve the expenditure of more than $25,000 annually or $100,000 50,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”)hereof; and (xxxvii) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the CompanyCompany which is a party thereto, and of the other parties thereto, and to the Knowledge of the executive officers of the Company, enforceable against each of them the other parties in accordance with its terms andterms, and upon consummation of the transactions contemplated by this Agreement, shall, except as otherwise stated in Company Disclosure Schedule 4.13(b), continue without penalty or other adverse consequence in full force and effect without penalty or other adverse consequenceimmediately following the Closing Date. The Except as set forth in Schedule 4.13(b), the Company is not in material default under any Material Contract, nor, to the Knowledge of the CompanyCompany or the Selling Members, is any other party to any Material Contract in breach of or default thereunder, and. Except as set forth in Schedule 4.13(b), to the Knowledge of the CompanyCompany and the Selling Members, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, thereto and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered or made available to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a6.12(a) sets forthforth a true, by reference correct and complete list of, and the Company has made available to the applicable subsection of this Section 4.13(a)HUDA, all of the following Contracts true, correct and complete copies of, each Contract to which the any Target Company is a party or by which it any Target Company, or any of its properties or assets or properties are bound (collectivelyeach Contract required to be set forth on Schedule 6.12(a), the a “Company Material ContractsContract”):) that: (i) Contracts with contains covenants that limit in any current or former officer, director, member or Affiliate of material respect the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale ability of any of the assets of the Target Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (ivA) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person or in any geographical geographic area or not to sell, or provide any service or product or solicit any Person, other than in respect of customary non-disclosure agreements entered into by any Target Company in the ordinary course of business or hire (B) to purchase or acquire an interest in any other Person; (ii) relates to the formation, creation, operation, management or control of any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement; (iii) evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Target Company having an outstanding principal amount in excess of $1,000,000, other than those incurred in the ordinary course of business of the Target Companies on behalf of a customers or any ordinary course transactions that are settled on a daily basis; (iv) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $1,000,000 (other than in the ordinary course of business consistent with past practice) or shares or other equity interests of any Target Company or another Person; (v) relates to any merger, consolidation or other business combination with any other Person with respect to employment or covenants the acquisition or disposition of any other Person not to compete with the Company in any line of business entity or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating its business or material assets or the capital stock sale of any other PersonTarget Company, its business or material assets; (vi) by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Target Companies under such Contract or Contracts of at least $1,000,000 per year or $2,000,000 in the aggregate; (vii) Contracts relating to the incurrence, assumption is with any Top Customer or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementsTop Vendor; (viii) each purchase Contract giving rise obligates any Target Company to Liabilities provide continuing indemnification or a guarantee of obligations of a third party after the Company Signing Date in excess of $25,0001,000,000; (ix) each Contract providing for payments by is between any (A) Target Company and (B) any directors, managers, officers or to the employees of a Target Company in excess (other than at-will employment, assignment of $25,000 in any fiscal year Intellectual Property or $50,000 confidentiality arrangements entered into in the aggregate during the term thereofordinary course of business) or any other Related Person, including all non-competition, severance and indemnification agreements; (x) all Contracts obligating the obligates any Target Company to provide make any capital commitment or obtain products or services for a period expenditure in excess of one year or more or requiring the Company $1,000,000 (including pursuant to purchase or sell a stated portion of its requirements or outputsany joint venture); (xi) Contracts relates to a material settlement of any Action entered into in the within two (2) years prior to the Signing Date or under which the any Target Company has made advances outstanding obligations (other than customary confidentiality or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business;non-disparagement obligations); or (xii) Contracts providing for severance, retention, change in control that will be required to be filed with the Registration Statement under applicable SEC requirements or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, would otherwise be required to be filed by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used Company as an exhibit for a Form S-1 pursuant to shrinkItems 601(b)(1), (2), (4), (9) or (10) of Regulation S-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to K under the CompanySecurities Act as if the Company was the registrant. (b) Each of the Except as disclosed in Schedule 6.12(b), with respect to each Company Material Contracts Contract: (i) such Company Material Contract is in full force and effect and is the legal, valid and binding obligation of and enforceable in all respects against the Company, and of the other 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 Target Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions), in each case, except as would not be reasonably expected to be, individually or in the aggregate, material to the Target Companies, taken as a whole; (ii) the consummation of the Transactions will not affect the validity or enforceability of any Company Material Contract; (iii) no event has occurred that with the lapse of time or the giving of notice or both would constitute a material Target Company is in breach or default by in any material respect; (iv) to the Company or any Knowledge of the Company, no other party thereunder. Notwithstanding the generality of the foregoing, the to such Company Material Contract is not in breach or default in any material default under the MOSA norrespect; (v) no Target Company has received written or, to the Knowledge of the Company, is oral notice of an intention by any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the such Company Material Contracts has exercised any termination rights with respect thereto, and no Contract to terminate such party has given notice of any significant dispute with respect to any Company Material Contract. The Company has, ; and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The (vi) no Target Company has delivered to Purchaser true, correct and complete copies of all of the waived any material rights under any such Company Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by NewcoContract. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a4.14(a) sets forth, by reference to the applicable subsection of this Section 4.13(a4.14(a), all of the following Contracts to which the Company is a party or by which it or its assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with any current or former officer, directormanager, member or Affiliate of the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets of the Company Assets other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b4.14(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA norManagement and Operational Services Agreement dated May 9, to the Knowledge of 2008 by and between the Company, is any other party to REG Services Group, LLC, a Subsidiary of REG, and REG Marketing & Logistics Group, LLC, a Subsidiary of REG (the MOSA in breach of or default thereunder“MOSA”), and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser have at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser MergerLLC true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise Merger other than as set forth on Company Disclosure Schedule 4.13(a)(xix4.14(a)(xix) or as approved by NewcoParent. (c) Company Disclosure Schedule 4.13(c4.14(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(aSubsections (i) sets forth, by reference to the applicable subsection through (xii) of this Section 4.13(a), all 4.18(a) of the Disclosure Letter lists the following Contracts types of contracts and agreements to which the Company or any Subsidiary is a party or by which it or its assets or properties (such contracts and agreements as are bound (collectively, required to be set forth in Section 4.18(a) of the Disclosure Letter being the “Material Contracts”): (i) Contracts each “material contract” (as such term is defined in Item 610(b)(10) of Regulation S-K of the SEC) with respect to the Company and its Subsidiaries; (ii) each contract and agreement, whether or not made in the ordinary course of business, that contemplates an exchange of consideration with a value of more than $500,000, in the aggregate, over the term of such contract or agreement; (iii) all contracts and agreements evidencing indebtedness for borrowed money; (iv) all joint venture, partnership, and business acquisition or divestiture agreements (v) all agreements relating to issuances of securities of the Company or any current Subsidiary, other than agreements relating to the issuance of awards under the Company Stock Plans; (vi) all contracts and agreements that obligate the Company or former officer, director, member or Affiliate of any Subsidiary to indemnify any third party for amounts that could be material to the Company; (iivii) Contracts with all exclusive distribution contracts to which the Company or any labor union or association representing any Employee of the CompanySubsidiary is a party; (iiiviii) Contracts for all Licenses (other than (1) nondisclosure agreements entered into in the sale ordinary course of any business, (2) licenses of commercially available, off-the-shelf or shrink-wrap computer software having a value less than $500,000, and (3) agreements entered into with the Company’s customers or prospective customers that do not materially differ from Company’s standard form agreements attached to Section 4.14(b) of the assets Disclosure Letter); (ix) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Subsidiary is a party and any other contract that compensates any person based on any sales by the Company or a Subsidiary; (x) all management contracts and contracts with other consultants (excluding contracts for employment or service), including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company other than in the Ordinary Course of Business or for the grant any Subsidiary or income or revenues related to any Person product of the Company or any preferential rights Subsidiary to purchase which the Company or any of its assetsSubsidiary is a party; (ivxi) Contracts for joint ventures, strategic alliances, partnershipsall contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party; and (xii) all contracts and agreements that limit, or sharing of profits or proprietary information; (v) Contracts containing covenants purport to limit, the ability of the Company not or any Subsidiary to compete in any line of business or with any Person in any geographical area person or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business entity or in any geographical geographic area or not to solicit or hire during any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Section 4.21 of the Company Disclosure Schedule 4.13(a) sets forth, by reference to forth a list as of the applicable subsection date of this Section 4.13(a), all Agreement of each of the following Contracts to which the Company or any of its Subsidiaries is a party or by which it or its assets or properties are is bound (collectivelyeach such Contract listed or required to be so listed, and each of the following Contracts to which the Company or any of its Subsidiaries becomes a party or by which it becomes bound after the date of this Agreement, a “Company Material ContractsContract”): (i) Contracts with any current Contract pursuant to which the Company or former officerany of its Subsidiaries incurred aggregate payment obligations or received aggregate payments in excess of $6,500,000 during the twelve-month period ended June 30, director, member or Affiliate of the Company2024; (ii) Contracts with any labor union Contract that (A) limits or association representing purports to limit, in any Employee of material respect, the Company; (iii) Contracts for the sale of any of the assets freedom of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, Subsidiaries to engage or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not that would so limit or purport to solicit limit, in any material respect, the freedom of Parent, the Surviving Corporation or hire any of their respective Affiliates after the Closing or (B) contains any material exclusivity or material “most favored nation” obligations, material rights of first refusal, material rights of first offer, material put or call rights or other restrictions or similar provisions that are binding on the Company or any of its Subsidiaries (or, after the Effective Time, that would be binding on Parent, the Surviving Corporation or any of their respective Affiliates); (iii) promissory notes, loan agreements, indentures, evidences of indebtedness or other Contracts providing for or relating to the lending of money in excess of $500,000; (iv) any material joint venture, profit-sharing, partnership, stockholders, investors rights, registration rights or similar Contract; (v) any Contracts or series of related Contracts entered into since May 16, 2022, relating to the acquisition or disposition of the business, assets or securities of any Person with respect to employmentor any business for a price in excess of $10,000,000 (in each case, whether by merger, sale of stock, sale of assets or otherwise); (vi) any Contracts relating or other transactions with any (A) executive officer or director of the Company, (B) record or, to the acquisition knowledge of the Company, beneficial owner of five percent (by merger, purchase 5%) or more of stock or assets or otherwise) by the voting securities of the Company (excluding Parent or any of its Subsidiaries), or (C) affiliates or “associates” (or members of any operating business or material assets or of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the capital stock 1934 Act) of any other Personsuch executive officer, director or beneficial owner; (vii) Contracts relating any material Contract pursuant to which the incurrence, assumption Company or guarantee of any Indebtedness or imposing a Lien on any of its Subsidiaries (A) grants any license, right or covenant not to sue with respect to any Company Intellectual Property (other than non-exclusive licenses granted in the assets ordinary course of the Companybusiness) or (B) obtains any license, including indentures, guarantees, loan right or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection covenant not to sue with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementsrespect to any Intellectual Property owned by any other Person (other than non-exclusive licenses to commercial off-the-shelf software which are generally available on non-discriminatory pricing terms); (viii) each purchase Contract giving rise to Liabilities of the any Company in excess of $25,000;Material Lease; and (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances Contract required to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default be filed by the Company or any other party thereunder. Notwithstanding the generality pursuant to Item 601(b)(10) of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.Regulation S-K.

Material Contracts. (a) Company Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection For purposes of this Section 4.13(a)Agreement, all of “Material Contract” shall mean the following Contracts to which the Company or any Subsidiary is a party or by which it or its any of their assets or properties are bound (collectively, the “Material Contracts”):bound: (i) Contracts any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act), whether or not filed by the Company with the Commission; (ii) any employment or consulting contract (in each case with respect to which the Company has continuing obligations as of the date hereof) with any current or former officer(x) executive officer of the Company, director(y) member of the Board of Directors, member or Affiliate (z) Company employee providing for an annual base salary in excess of $200,000; (iii) any contract providing for indemnification or any guaranty by the Company, in each case that is material to the Company, other than any contract providing for indemnification of customers or other Persons pursuant to contracts entered into in the ordinary course of business; (iv) any contract that purports to limit in any material respect the right of the Company (x) to engage in any line of business, or (y) to compete with any Person or operate in any geographical location; (v) any contract relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by the Company of assets with a fair market value in excess of $250,000; (vi) any contract that contains any provision that requires the purchase of all of the Company’s requirements for a given product or service from a given third party, which product or service is material to the Company; (iivii) Contracts any contract that obligates the Company to conduct business on an exclusive or preferential basis with any labor union third party; (viii) any partnership, joint venture or association representing any Employee of similar contract that is material to the Company; (iiiix) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint venturesmortgages, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan loans or credit agreements, sale and leaseback agreementssecurity agreements or other contracts, purchase money obligations incurred in connection with the acquisition of propertyeach case relating to indebtedness for borrowed money, mortgageswhether as borrower or lender, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) in each purchase Contract giving rise to Liabilities of the Company case in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof250,000, other than accounts receivables and payables; (x) all Contracts obligating the Company to provide any employee collective bargaining agreement or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputsother contract with any labor union; (xi) Contracts any other contract under which the Company has made advances is obligated to make payment or loans to incur costs in excess of $250,000 in any other Person, except advances to Employees of the Company year and which is not otherwise described in the Ordinary Course of Businessclauses (i)–(x) above; (xii) Contracts providing for severance, retention, change any contract which is not otherwise described in control or other similar payments;clauses (i)-(xi) above that is material to the Company; or (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts contract relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the CompanyCompany IP. (b) Each (i) All of the Material Contracts is are valid and binding on the Company or its Subsidiaries, enforceable against it in accordance with its terms, and are in full force and effect effect, subject to laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and is similar laws relating to or affecting creditors’ rights generally and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy, (ii) neither the legalCompany or any Subsidiary nor, valid and binding obligation to the knowledge of the Company, and any third party is in violation of any provision of, or failed to perform any obligation required under the other parties theretoprovisions of, 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, except as disclosed in Schedule 3.13 and (iii) neither the Company or any Subsidiary nor, to the Knowledge knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Companythird party, is any other party to the MOSA in breach of breach, or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given received written notice of any significant dispute with respect to material breach, of any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than except as set forth on Company Disclosure disclosed in Schedule 4.13(a)(xix) or as approved by Newco3.13. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Part 2.9(a) of the Company Disclosure Schedule 4.13(alists each Contract (other than any Company Plan set forth in Part 2.15(a) sets forthof the Company Disclosure Schedule) that is in effect, by reference to and that has not expired or been terminated in accordance with its terms, as of the applicable subsection date of this Section 4.13(a), all of the following Contracts Agreement to which the Company is a party or by which it any of its properties or its assets or properties are otherwise bound of the following categories (collectivelysuch Contracts required to be disclosed under Part 2.9(a) of the Company Disclosure Schedule, the “Material Contracts”): (i) Contracts with any current Contract (or former officergroup of related Contracts), director, member or Affiliate of the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint venturesa Company Plan, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for that requires future payments by or to the Company in excess of $25,000 100,000 in any fiscal year calendar year, including any such Contract (or $50,000 group of such Contracts that are related) for the purchase, lease or sale of real property, raw materials, goods, commodities, utilities, equipment, supplies, products or other personal property, or for the provision or receipt of services, in each case to the aggregate during extent the term thereofContract is not terminable without penalty on 90 days’ or shorter notice; (xii) all Contracts obligating any Contract relating to the acquisition or disposition by the Company of any operating business or assets (other than pursuant to provide non-exclusive licenses or obtain products grants of non-exclusive rights); (B) any Contract relating to the acquisition or services for a period of one year or more or requiring disposition by the Company of any operating business or assets (other than pursuant to purchase non-exclusive licenses or sell a stated portion grants of its requirements or outputs; (xinon-exclusive rights) Contracts under which the Company has made advances any executory covenants or loans to indemnification or other obligations or rights (including put or call options); or (C) any other Person, except advances to Employees of Contract under which the Company have any indemnification obligations, other than any such Contracts entered into in the Ordinary Course of Business; (xiiiii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnificationperformance bond or letter of credit issued or posted, direct or indirectas applicable, by the Company; ; (xviB) Contracts any Contract evidencing or relating to Debt of the Company or providing for the creation of or granting any Lien upon any of the property or assets of the Company (excluding Permitted Liens); (C) any Contract (1) relating to any loan or group advance to any Person which is outstanding as of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless of this Agreement (other than immaterial advances to employees and consultants in the Ordinary Course of Business) or (2) obligating or committing the Company to make any such loans or advances; and (D) any currency, commodity or other hedging or swap Contract; (xviiiv) all Intellectual Property Licensesany Contract creating or purporting to create any partnership, royalty Contracts and alliance or joint venture or any sharing of profits or losses by the Company with any Third Party; or (B) any Contract that provides for “earn-outs” or other Contracts relating contingent payments by or to the Company that have not yet been paid to the Company (excluding any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used contingent payments arising pursuant to shrink-wrap or click-through license grants on reasonable terms recruiting agreements for a license fee Company Service Providers entered in into in the Ordinary Course of no more than $1,000Business); (xviiiv) incentivesany collective bargaining agreement or similar Contract with any trade union, grants works council or other agreements from labor organization; (vi) any offer letter, employment agreement, independent contractor agreement or other Contract with any current Company Service Provider pursuant to which the Company is or reasonably could be obligated to pay compensation (excluding variable compensation) in excess of $100,000 annually; (vii) any Contract that is a settlement, conciliation, or similar agreement with any Governmental AuthorityBody or that imposes any monetary or other material obligations upon the Company to any Governmental Body after the date of this Agreement; (xixviii) all joint venture, partnership (involving sharing of profits) or similar Contracts for (and not including any sharing of profits by a Third Party with the Company that are based on sales of goods or services other than Company Products); (ix) any Contract under which any Governmental Body has any material rights; (A) any Contract containing covenants restricting or purporting to restrict competition which, in either case, have, would have or purport to have the effect of prohibiting the Company, or, after the Closing, Parent or the Surviving Entity from lawyersengaging in any business or activity in any geographic area or other jurisdiction, accountantsother than any such covenant set forth in this Agreement or the agreements ancillary hereto; (B) any Contract in which the Company has granted “exclusivity” or that requires the Company to deal exclusively with, financial advisors or grant exclusive rights or rights of first refusal to, any customer, vendor, supplier, distributor, contractor or other Person or that is a requirements contract; (C) any Contract that includes minimum purchase conditions or other requirements, in either case that exceed $100,000 in any calendar year to the extent the Contract is not terminable without penalty on 90 days’ or shorter notice; or (D) any Contract containing a “most-favored-nation,” “best pricing” or other similar term or provision by which another party to such Contract or any other Person is, or could become, entitled to any benefit, right or privilege which, under the terms of such Contract, is required to be at least as favorable to such party as those offered to another Person; (xi) any Contract involving a sales agent, representative, distributor, reseller, middleman, marketer, broker, franchisor or similar Person who is entitled to receive commissions, fees or markups related to the provision or resale of goods or services of the Company; (xii) any Contract involving commitments to make capital expenditures or to Contract, purchase or sell assets involving $100,000 or more; (xiii) any lease, sublease, rental or occupancy agreement, license (not relating to Intellectual Property), installment, and consultants conditional sale agreement or agreement under which the Company is the lessee or lessor of, or owns, uses or operates any leasehold or other interest in any real or personal property; (“Professional Service Providers”)xiv) the Company Intellectual Property Agreements; and (xxxv) Contracts any Contract (excluding any Contract disclosed in Part 2.14(f) of the Company Disclosure Schedule) that are contains a change in control clause or similar provision that would be reasonably be expected to be triggered in connection with the consummation of the Contemplated Transactions and would result in payments by the Company or any successor thereto in excess of $100,000, individually or in the aggregate; and (xvi) any Contract not otherwise material listed or required to be listed in Part 2.9(a) of the CompanyCompany Disclosure Schedule (including Company Intellectual Property Agreements) that, if terminated, or if such Contract expired without being renewed, would have a Company Material Adverse Effect. (b) Each With respect to each Material Contract listed in Part 2.9(a) of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b)Schedule, continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any such Material Contract, norContract is, to the Knowledge of the Company, binding and enforceable against the Company and, to the Knowledge of the Company, against each party thereto other than the Company, in accordance with its terms, subject to (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies. Except for breaches, violations or defaults which have not had, and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company is not in violation of any other party provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of, any Material Contract in breach of or default thereunderContract, and, to the Knowledge of the Company, no event has occurred that other party to such Material Contract is in violation of any provision, or taken or failed to take any act which, with the or without notice, lapse of time time, or the giving of notice or both both, would constitute a material breach or default by under the Company or provisions of any other party thereunderMaterial Contract. Notwithstanding the generality of the foregoingSince January 1, 2021, the Company is has not in material default under the MOSA norreceived any written notice or, to the Knowledge of the Company, is other communication regarding any other party to the MOSA in actual or possible violation or breach of of, or default thereunderunder, and, to the Knowledge of any Material Contract by the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered made available to Purchaser true, correct Parent true and complete copies of each such Material Contract in all of the material respects (including all modifications, amendments and supplements thereto and waivers thereunder, but not including purchase orders and similar confirmatory documents not specific to provisions that make such Contract a Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by NewcoContract). (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Except for Contracts or commitments disclosed in Schedule 4.13(a) sets forth3.12, by reference to the applicable subsection of this Section 4.13(a), all of the following Contracts to which the Company is not a party to or by which it or its assets or properties are bound (collectively, the “Material Contracts”):subject to: (i) any lease, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or more; (ii) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any current or former officer, director, member employee or Affiliate 10% stockholder of the Company; (iivii) Contracts with any labor union partnership, joint venture or association representing other similar Contract; (viii) any Employee license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (iiiix) Contracts for any Contract or other document that limits the sale of any of the assets freedom of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical geographic area or not to solicit or hire any Person with respect to employmentwhich would so limit the freedom of the Company after the Closing Date; (vix) Contracts relating to any Contract for the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating Person or business or material assets thereof or the capital stock disposition of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the material assets of the Company, including indenturesother than in the ordinary course of business consistent with past practices, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company case involving payments in excess of $25,000; (ix) each Contract providing for payments 10,000 or as contemplated by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputsthis Agreement; (xi) Contracts under which any Contract requiring capital expenditures after the Company has made advances or loans to date hereof in an amount in excess of $10,000 in any other Person, except advances to Employees of the Company in the Ordinary Course of Businesscalendar year; (xii) Contracts providing for severance, retention, change in control any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other similar payments;Person; or (xiii) Contracts for the employment of any individual on a full-time, part-time other Contract or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are commitment not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 made in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course ordinary course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts business that are otherwise is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Material Contracts Company, is in full force and effect effect, and is enforceable against the legalCompany, valid and binding obligation to the Knowledge of the Company, and of the other parties thereto, enforceable against each of them in accordance with its terms andterms, upon consummation of the transactions contemplated by this Agreementsubject to applicable bankruptcy, shallinsolvency, except as otherwise stated in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty moratorium or other adverse consequencesimilar laws relating to creditors’ rights generally and to the general principles of equity. The Except as disclosed on Schedule 3.12, neither the Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract thereto is in breach of or default thereunderin any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, andor default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the Knowledge of the Companyaggregate, no in a Material Adverse Effect, and there has not occurred any event has occurred that that, with the lapse of time or the giving of notice or both both, would constitute such a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newcodefault. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Section 4.18 of the Disclosure Schedule 4.13(a) sets forth, by reference forth a list of all Material Contracts (as hereinafter defined). The Company has heretofore made available to the applicable subsection Parent true, correct and complete copies of this Section 4.13(a)all written or oral contracts and agreements (and all amendments, modifications and supplements thereto and all of the following Contracts side letters to which the Company or any of its subsidiaries is a party affecting the obligations of any party thereunder) to which the Company or any of its subsidiaries is a party or by which it any of its properties or its assets or properties are bound (collectivelythat are material to the business, the “Material Contracts”): (i) Contracts with any current properties or former officer, director, member or Affiliate of the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets of the Company other than and its subsidiaries taken as a whole, including, without limitation, to the extent any of the following are, individually or in the Ordinary Course aggregate, material to the business, properties or assets of Business the Company and its subsidiaries taken as a whole, all: (i) employment, severance, product design or for development, personal services, consulting, non-competition or indemnification contracts (including, without limitation, any contract to which the grant to any Person of any preferential rights to purchase Company or any of its assets; subsidiaries is a party involving employees of the Company) involving an amount in excess of $100,000; (ii) licensing, merchandising or distribution agreements; (iii) contracts granting a right of first refusal or first negotiation; (iv) Contracts for partnership or joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; venture agreements; (v) Contracts containing covenants agreements for the acquisition, sale or lease of material properties or assets, in excess of $250,000, of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase or sale of assets or stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; entered into since January 1, 1997; (viivi) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreementsindentures or other agreements or instruments evidencing indebtedness for borrowed money by the Company or any of its subsidiaries or any such agreement pursuant to which indebtedness for borrowed money may be incurred; (vii) agreements that purport to limit, security agreements, curtail or conditional sale restrict the ability of the Company or title retention agreements; any of its subsidiaries to compete in any geographic area or line of business; and (viii) each purchase Contract giving rise commitments and agreements to Liabilities enter into any of the Company foregoing (collectively, together with any such contracts entered into in excess of $25,000; (ix) each Contract providing for payments by or to accordance with Section 6.1 hereof, the "Material Contracts"). Neither the Company in excess of $25,000 in nor any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements subsidiaries is a party to or outputs; (xi) Contracts under bound by any severance or other agreement with any employee or consultant pursuant to which the Company has made advances such person would be entitled to receive any additional compensation or loans to any other Person, except advances to Employees an accelerated payment of compensation as a result of the Company in consummation of the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the CompanyTransactions. (b) Each of the Material Contracts constitutes the valid and legally binding obligation of the Company or its subsidiaries, enforceable in accordance with its terms (except as enforceability 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 effect. There is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material no default under any Material Contract, norContract so listed either by the Company or, to the Knowledge of the Company's Knowledge, is by any other party to any Material Contract in breach of or default thereunderthereto, and, to the Knowledge of the Company, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default thereunder by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA noror, to the Knowledge of the Company's Knowledge, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newcoparty. (c) No party to any such Material Contract has given notice to the Company Disclosure Schedule 4.13(c) sets forth of or made a complete and accurate list of all consents, waivers, approvals claim against the Company with respect to any breach or authorizations of any Person required to transfer the Material Contractsdefault thereunder.

Material Contracts. (a) Company Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(aExcept as set forth in SCHEDULE 1(q), all of the following Contracts to which the Company neither First Midlothian nor its assets, business or operations, nor First Bank nor its assets, business or operations, is a party to or by which it or its assets or properties are bound (collectivelyor affected by or receive benefits under any written or oral agreement, the “Material Contracts”):arrangement or commitment relating to: (i) Contracts the employment of any person other than personnel employed at the pleasure of First Midlothian or First Bank, as the case may be, in the ordinary course of their respective businesses at rates of compensation and on terms consistent with any current or former officer, director, member or Affiliate of the Company;their respective past practices, (ii) Contracts with the election or retention in office of any director or officer, (iii) collective bargaining with, or any representation of any employees by, any labor union or association representing any Employee of the Company;association, (iiiiv) Contracts the acquisition of services, supplies, equipment or other personal property involving, in any particular case, more than $5,000 or for a quantity in excess of its requirements for normal operating purposes, (v) the purchase or sale of any real property, (vi) distribution, agency, public relations, advertising, printing, construction, accounting or legal services, except for agreements, arrangements and commitments subject to cancellation without liability on notice of thirty (30) days or less and involving a liability for each such agreement, arrangement or commitment of less than $5,000, (vii) the assets lease of real or personal property as lessor or lessee, or sublessor or sublessee, providing for annual payments in the Company aggregate in excess of $2,500, (viii) bonuses, pensions, profit-sharing, retirement, stock options, stock purchases, employee discounts or other employee benefits, (ix) lending or advancing of funds, other than in the Ordinary Course ordinary course of Business or for the grant to any Person of any preferential rights to purchase any of First Bank's banking business consistent with its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof;past practice, (x) all Contracts obligating borrowing of funds or receipt of credit other than in the Company to provide or obtain products or services for a period ordinary course of one year or more or requiring the Company to purchase or sell a stated portion of First Bank's banking business consistent with its requirements or outputs;past practice, (xi) Contracts under which the Company has made advances incurring of any material obligation or loans to any other Person, liability except advances to Employees of the Company for transactions engaged in by First Midlothian or First Bank in the Ordinary Course ordinary course of Business;their respective businesses consistent with their respective past practices, (xii) Contracts providing for severance, retention, change in control the sale of personal property or other similar payments;services under which payments due after the date of this Plan exceed $5,000, (xiii) Contracts for any transaction or series of transactions, including loans, in which any "affiliate" of First Midlothian or First Bank, as that term is used in the employment Rules and Regulations of the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "1933 Act"), any officer or director of First Midlothian or First Bank, any officer or director of any individual on "affiliate" of First Midlothian or First Bank, or any "associate" of any such officer or director, as that term is defined in Regulation 14A of the General Rules and Regulations under the Securities Exchange Act of 1934 (the "1934 Act"), has an interest if such transaction or series of transactions would be required to be disclosed in a fullproxy statement filed by a non-timebanking corporation under the 1934 Act, part-time or consulting or other basis providing annual compensation in excess of $50,000;or (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are any material transaction not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate ordinary course of First Midlothian's or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or First Bank's respective businesses consistent with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequencetheir respective past practices. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than Except as set forth on Company Disclosure Schedule 4.13(a)(xix) in SCHEDULE 1(q), since the date of the First Midlothian Financial Statements, neither First Midlothian nor First Bank has made or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consentspermitted, waiversor agreed to make or permit, approvals any material modification or authorizations termination of any Person required to transfer material agreement, commitment or arrangement, except in the Material Contractsordinary course of their respective businesses consistent with their respective past practices.

Material Contracts. None of the Target Entities, nor any of their respective Assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, (a) Company Disclosure Schedule 4.13(a) sets forthany employment, by reference to the applicable subsection of this Section 4.13(a)severance, all of the following Contracts to which the Company is a party or by which it or its assets or properties are bound (collectivelytermination, the “Material Contracts”): (i) Contracts with any current or former officer, director, member or Affiliate of the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnershipsconsulting, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not retirement Contract providing for aggregate payments to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company calendar year in excess of $25,000; 150,000, (ixb) each any Contract providing for payments by or relating to the Company in excess borrowing of $25,000 in money by any fiscal year Target Entity or $50,000 the guarantee by any Target Entity of any such obligation (other than Contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements, and Federal Home Loan Bank advances of depository institution Subsidiaries, trade payables and Contracts relating to borrowings or guarantees made in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period ordinary course of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangementsbusiness) in excess of $50,000 2,000,000, (c) any Contract which prohibits or restricts any Target Entity from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (d) any Contract between or among Target Entities, (e) any Contract relating to the purchase or sale of any goods or services by a Target Entity (other than Contracts entered into in the ordinary course of business and involving payments under any individual Contract not in excess of $500,000 or involving Loans, borrowings or guarantees originated or purchased by any Target Entity in the ordinary course of business), (f) any Contract which obligates any Target Entity (or, following the consummation of the Merger, Buyer or any of its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, (g) any Contract which requires referrals of business or requires any Target Entity to make available investment opportunities to any person on a priority or exclusive basis, (h) any Contract which grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of any Target Entity, (i) any Contract which limits the payment of dividends by any Target Entity, (j) any Contract pursuant to which any Target Entity has agreed with any third parties to become a member of, manage or control a joint venture, partnership, limited liability company or other similar entity, (k) any Contract pursuant to which any Target Entity has agreed with any third party to a change of control transaction such as an acquisition, divestiture or merger and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are not cancelable without penalty still in effect, (l) any Contract which relates to Intellectual Property of Target (including permitting the use of the name “Sterling Bank” or further payment any variant thereof), (m) any Contract between any Target Entity, on the one hand, and without (1) any officer or director of any Target Entity, or (2) to the Knowledge of Target, any (x) record or beneficial owner of five percent (5%) or more than thirty of the voting securities of Target, (30y) days’ notice; Affiliate or family member of any such officer, director or record or beneficial owner or (xvz) outstanding Contracts any other Affiliate of guarantyTarget, surety on the other hand, except those of a type available to employees of Target generally, or indemnification, direct (n) any other Contract or indirect, amendment thereto that would be required to be filed as an exhibit to a SEC Report filed by Target with the Company; (xvi) Contracts (or group SEC as of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless of this Agreement (together with all Contracts referred to in Sections 4.11 and 4.15(a), the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service ProvidersTarget Contracts”); and . With respect to each Target Contract: (xxi) Contracts that are otherwise material to the Company. (b) Each of Contract is valid and binding on the Material Contracts is applicable Target Entity, enforceable against it in accordance with its terms in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of Target, is valid and binding on the Company, other parties thereto; (ii) no event Target Entity is in Default thereunder; (iii) no Target Entity has occurred that with the lapse repudiated or waived any material provision of time or the giving of notice or both would constitute a material breach or default by the Company or any such Contract; and (iv) no other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA norto any such Contract is, to the Knowledge of the CompanyTarget, is in Default in any other party to the MOSA in breach of material respect or default has repudiated or waived any material provision thereunder, and, to the Knowledge . All of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice indebtedness of any significant dispute with respect to Target Entity for money borrowed is prepayable at any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications time by such Target Entity without penalty or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newcopremium. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a4.14(a) sets forth, by reference to the applicable subsection of this Section 4.13(a4.14(a), all of the following Contracts to which the Company is and/or the Subsidiaries are a party or by which it the Company and/or the Subsidiaries or its their respective assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with Sellers, any of its respective Affiliates or any current or former officer, director, member or Affiliate of the CompanyRelated Person; (ii) Contracts with any labor union or association representing any Employee of the CompanyEmployee; (iii) Contracts for the sale of any of the assets of the Company or the Subsidiaries other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or sharing of profits or proprietary information; (v) Intellectual Property Licenses, except Company’s standard end user license to the Proprietary Software and except licenses of commercial off-the-shelf Software available on reasonable terms for a license fee of no more than $20,000; (vi) Contracts containing (A) covenants of the Company or the Subsidiaries not to compete in any line of business or with any Person in any line of business, industry or geographical area or not to solicit restricting the solicitation, engagement or hire hiring of any Person with respect to employment or otherwise restricting the operation of the Company or the Subsidiaries or (B) covenants of any other Person not to compete with the Company or the Subsidiaries in any line of business business, industry or in any geographical area or not to solicit restricting the solicitation, engagement or hire hiring of any Person with respect to employmentPerson; (vivii) Contracts relating to the acquisition (by merger, purchase of stock equity or assets or otherwise) by the Company of any operating business or business, material assets or the capital stock of any other Person; (viiviii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the CompanyCompany or the Subsidiaries, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viiiix) each purchase Contract Contracts giving rise to material Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereofSubsidiaries; (x) all Contracts obligating the Company or the Subsidiaries to provide or obtain products or services for a period of one (1) year or more or requiring the Company or the Subsidiaries to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under (A) relating to the employment of, or the performance of services by, any Person, including any current or former Employee or Independent Contractor, (B) pursuant to which the Company has made advances or loans the Subsidiaries are or may become obligated to make any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change of control, Transaction Expense, termination or similar payment to any current or former Employee, Independent Contractor or director, or (C) pursuant to which the Company or the Subsidiaries are or may become obligated to make any bonus, sales compensation, or similar payment (whether in control the form of cash, stock, or other similar paymentssecurities but excluding payments constituting base salary); (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xvxii) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the CompanyCompany or the Subsidiaries; (xvixiii) Contracts (or group of related contractsContracts) which involve the expenditure or receipt of more than $25,000 annually or $100,000 50,000 in the aggregate or require performance by any party more than one (1) year from the date hereof unless hereof; (xiv) Contracts with a Governmental Body; (xv) Contracts (A) imposing any confidentiality obligation on the Company or the Subsidiaries or on any other Person (other than routine nondisclosure agreements or routine confidentiality provisions contained in agreements entered into by the Company or the Subsidiaries in the Ordinary Course of Business), (B) containing “standstill” or similar provisions, or (C) providing any right of first negotiation, right of first refusal or similar right to any other Person; (xvi) Contracts related to any broker, distributor, dealer, manufacturer’s representative, franchise, agency (foreign or domestic), continuing sales or purchase, sales promotion, market research, marketing, consulting or advertising; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating containing a provision which provides exclusivity to any Intellectual Property (except licenses pertaining other Person, that any term of such Contract will be no less favorable to any other Person either individually or in the aggregate than similar provisions in any other Contract, or any other similar “off-the-shelfmost favored nation” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee “most favored customer” provision in favor of no more than $1,000)any other Person; (xviii) incentivesContracts containing an obligation to indemnify any current or former officer or director of the Company and the Subsidiaries or to indemnify any other Person in connection with the acquisition (whether by means or merger, grants stock sale or other agreements from asset sale) of any Person, except for any such Contract that is no longer in effect and under which no claim has been made or with any Governmental Authoritythreatened; (xix) Contracts involving any Significant Customer or Significant Provider; (xx) settlement document or Contract with respect to any Legal Proceeding involving the Company or the Subsidiaries (but only to the extent such documents contain any unfulfilled or continuing obligations of Company); (xxi) Contracts under which the Company or the Subsidiaries (A) collects or processes personally identifiable information, or (B) transfers personally identifiable information to a third party for services from lawyers, accountants, financial advisors and consultants that third party’s processing or use; (“Professional Service Providers”)xxii) Real Property Leases; and (xxxxiii) Contracts that are otherwise material to the CompanyCompany or the Subsidiaries. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the CompanyCompany and the Subsidiaries which is a party thereto, and of the other parties thereto, 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 Company Disclosure set forth on Schedule 4.13(b4.14(b), continue in full force and effect without penalty or other adverse consequenceconsequence following the Closing. The Company is and the Subsidiaries are not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, and no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a material breach or default by on the Company or any other party thereunder. Notwithstanding and the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company Subsidiaries or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser Subsidiaries have Made Available true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a4.15(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), forth all of the following Contracts to which the Company Earthbound Group is a party or by which it or its assets or properties are bound is bound, as of the date hereof, other than Contracts in connection with the transactions contemplated by this Agreement and the Ancillary Agreements (for avoidance of doubt, Contracts relating to the SPP Acquisition shall not be excluded under this Section 4.15(a) as transactions contemplated by this Agreement) (collectively, the “Material Contracts”): (i) Contracts with any current or former officer, director, member or Affiliate of the Company; (ii) Contracts with any labor union or association representing any Employee employee of the CompanyCompany Group or any collective bargaining contract; (ii) management Contracts and Contracts with independent contractors or consultants that are not cancelable without (i) penalty or further payment or (ii) more than 60 days’ notice; (iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company Earthbound Group not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company Earthbound Group in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (iv) Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or sharing of profits or proprietary information; (v) Contracts relating to any sale of any of the assets of the Earthbound Group to be made by the Earthbound Group other than in the ordinary course of business; (vi) Contracts relating to the any acquisition (by merger, purchase of stock or assets or otherwise) made by the Company Earthbound Group of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption containing most favored nations or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementssimilar pricing provisions; (viii) Contracts relating to the incurrence of Indebtedness, or the making of any loans, in each purchase Contract giving rise to Liabilities of the Company case involving amounts in excess of $25,000100,000; (ix) each Contract providing for payments Contracts which involve the expenditure of more than $100,000 per year and are not terminable by the Earthbound Group without penalty on notice of one hundred eighty (180) days or to less, including the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereofinsurance policies listed on Schedule 4.22(a); (x) all licenses to or by the Earthbound Group for any material Intellectual Property, other than for commercially available off-the-shelf software; (xi) Contracts relating to any Co-Packed Products and other Contracts obligating the Company Earthbound Group to provide or obtain products or services for a period of one year or more or requiring the Company Earthbound Group to purchase or sell a stated portion of its their requirements or outputs; (xi) , in each case if such Contracts under which the Company has made advances or loans to any other Person, except advances to Employees require payments in excess of the Company in the Ordinary Course of Business$250,000 per annum; (xii) Contracts providing relating to settlements of (A) claims related to or resulting from the E. Coli Outbreak or (B) any claim where the aggregate payment to settle such claim exceeds $250,000 (other than Contracts for severancesettlements entered into prior to January 1, retention, change 2009) or (C) any claim involving any nonmonetary consideration for such settlement restricting the business of Earthbound Group in control or other similar paymentsany material manner post-Closing; (xiii) Contracts for to which any Affiliate or current or former officer, director, equity holder, manager, or member of the employment of any individual on Earthbound Group is a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000;party; and (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by any member of the Company; (xvi) Earthbound Group, and in each case other than such Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 entered into in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course ordinary course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Companybusiness. (b) Except as set forth on Schedule 4.15(b), the Earthbound Group has not received any written notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company Group under any Material Contract. (c) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of such member of the Earthbound Group which is a party thereto, and, to the Company’s Knowledge, and of the other parties thereto, thereto enforceable against each of them in accordance with its terms andterms, upon consummation 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 the transactions contemplated by this Agreementequity, shallincluding principles of commercial reasonableness, except as otherwise stated good faith and fair dealing (regardless of whether enforcement is sought in Company Disclosure Schedule 4.13(ba proceeding at Law or in equity), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, Earthbound Group has made available to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser Buyer true, correct and complete copies of all of the Material Contracts, Contracts together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to thereto as in effect on the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newcodate hereof. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a) sets forth, by reference Other than for Contracts entered into after the date hereof and prior to the applicable subsection of this Section 4.13(aClosing (which if material will be identified to the Purchaser in writing prior to the Closing), all of and contracts listed in other Schedules hereto, except as set forth in Schedule 3.07(a), the following Contracts to which the Company Target is not a party or by which to, nor is it or its assets or properties are bound (collectively, the “Material Contracts”):by: (i) Any Contracts with any current or former officer, director, member employee, consultant or Affiliate of the Companystockholder or any partnership, corporation, joint venture or any other entity in which any such Person has an interest; (ii) Contracts Any agreements with any labor union or association representing any Employee of the Companyemployee; (iii) Any Contracts or other agreements for the provision of products or services by the Target involving annual payments to the Target in excess of $100,000; (iv) Any Contracts or other agreements for the provision of products or services to the Target involving annual payments by the Target in excess of $100,000; (v) Any Contracts or other agreements for the sale of any of the Target’s assets of the Company other than in the Ordinary Course of Business or properties having an aggregate value exceeding $100,000 or for the grant to any Person of any preferential rights to purchase any of its assetsthe Target’s assets or properties; (ivvi) Contracts for Any joint venturesventure agreements relating to the assets, strategic alliances, partnerships, properties or sharing business of profits or proprietary informationthe Target; (vvii) Any Contracts or other agreements containing covenants not to compete, non-solicitation clauses or other restrictive covenants which limit the freedom of the Company not Target to compete engage in any line of business or to contract with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementsarea; (viii) each purchase Contract giving rise Any mortgages, indentures, guarantees, bonds, loans or credit agreements, security agreements or other agreements or instruments relating to Liabilities the borrowing of money or the Company in excess extension of $25,000;credit; or (ix) each Any other material Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year other material agreement whether or $50,000 not made in the aggregate during ordinary course of business (collectively, the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service ProvidersListed Material Contracts”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts listed on Schedule 3.07(a) hereto and each of the material Contracts set forth on the other Schedules hereto (collectively, the “Material Contracts”) is in full force and effect and is effect, the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company Target is not in material default under breach of any Material Contractof the provisions of any such contract, nor, to the Knowledge of the CompanySeller’s Knowledge, is any other party to any Material Contract such contract in breach of or default thereunder, and, to nor does any event or condition exist which with notice or the Knowledge of the Company, no event has occurred that with the lapse passage of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality The consummation of the foregoingtransactions contemplated herein will not cause a breach, the Company is not in material default under the MOSA nortermination, to the Knowledge modification or acceleration of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Except as set forth on Schedule 4.13(c) sets forth 3.07(c), the Target has no Loss Contracts and has no outstanding bids for potential customer Contracts that could reasonably be expected to result in a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material ContractsLoss Contract.

Material Contracts. (a) Company Section 3.08(a) of the Disclosure Schedule 4.13(a) Schedules sets forthforth a true, by reference to the applicable subsection of this Section 4.13(a), all correct and complete list of the following Contracts to which the any Group Company is a party or by which it or its assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with any current or former officer, director, member or Affiliate as of the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating Sellers have made available to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser Buyer true, correct and complete copies of all of the Material such Contracts, together with all amendments, modifications or supplements thereto. The Company ): (i) any Contract relating to the formation, creation, governance, economics or control of any partnership, joint venture, strategic alliance or similar arrangement with any Person that is not and at Closing shall not bea Group Company; (ii) any Contract relating to any options, obligated rights (preemptive or otherwise), warrants, calls or convertible securities of the Purchased Entities; (iii) any Contract relating to make (A) the Indebtedness of any payments to Professional Service Providers related Group Company in excess of $100,000 or (B) the mortgage or pledge of, or otherwise creating an Encumbrance (other than a Permitted Encumbrance) on, any of the Purchased Assets in excess of $100,000 (in each case, other than intercompany Indebtedness amongst the Group Companies); (iv) any Contract relating to the Transactionacquisition or disposition of any business, assets or properties for consideration in excess of $100,000 (whether by merger, sale of stock, sale of assets or otherwise) as to which any material earn-out, indemnification or deferred or contingent payment obligations remain outstanding (in each case, excluding for the avoidance of doubt, purchase of inventory in the Ordinary Course); (v) any Lease with respect to the Leased Real Property; (vi) any Contract for the lease of tangible personal property to or from any Person providing for lease payments in excess of $50,000 per annum; (vii) any Contract with any Material Supplier; (viii) any Contract with any Governmental Authority; (ix) any Contract that (A) prohibits or limits the freedom of any Group Company to compete in any line of business with any Person or in any geographic area or (B) contains exclusivity obligations or restrictions binding on any Group Company or (C) grants any right of first refusal or right of first offer obligations or restrictions to any Person; (x) any material Contract under which any Group Company (A) has licensed any Intellectual Property from a third party (other than non-exclusive licenses for commercially available or off-the-shelf software or software that is subject to click through or shrink wrap agreements), or (B) grants to any third party any right to use or exploit any Purchased Intellectual Property (other than non-exclusive licenses of any Purchased Intellectual Property granted in the Ordinary Course); (xi) any Service Provider Agreement that (i) provides for annual base compensation in excess of $150,000 or (ii) is not terminable at-will, has more than a sixty (60) day contractual termination notice period or provides for contractual severance or change of control benefits; and (xii) any Contract that is a Collective Bargaining Agreement. (b) With respect to each Contract set forth on Section 3.08(a) of the Disclosure Schedules, and subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except (x) as a result of the commencement of the Chapter 11 Cases or (y) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (i) such Contract is in full force and effect and constitutes the legal, valid and binding obligation of the Group Company party thereto and, to the Knowledge of Sellers, the wind down counterparty thereto, enforceable against such Group Company and, to the Knowledge of Sellers, the counterparty thereto in accordance with its terms and liquidation of conditions, subject to the Business or otherwise other than Bankruptcy Law; (ii) the Cure Costs set forth in the Original Contract & Cure Schedule are true and correct; (iii) except as set forth on Section 3.08(b)(iii) of the Disclosure Schedules, neither the Group Company party thereto nor, to the Knowledge of Sellers, the counterparty thereto is in material breach or material default thereof that would permit or give rise to a right of termination, modification or acceleration thereunder; and (iv) except as set forth on Section 3.08(b)(iv) of the Disclosure Schedule 4.13(a)(xix) Schedules, no Group Company and, to the Knowledge of Sellers, no counterparty thereto, has commenced any Proceeding against any other party to such Contract or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals given or authorizations received any written notice of any Person required breach or default under such Contract that has not been withdrawn or dismissed, except, in the cases of clauses (iii) and (iv), for breaches or defaults caused by or resulting from, or filings or objections made in, the Chapter 11 Cases or which would not, individually or in the aggregate, reasonably be expected to transfer be material and adverse to the Material ContractsBusiness, the Purchased Assets, the Purchased Entities or the Assumed Liabilities, taken as a whole.

Material Contracts. (a) Company Disclosure Schedule 4.13(a) sets forth, by reference to 5.22 lists as of the applicable subsection date of this Section 4.13(a), Agreement (and excluding this Agreement itself) all of the following Contracts contracts and other agreements or commitments (whether oral or written) to which the Company Seller or Clinsite is a party and which relate to the conduct of the Business (other than contracts and other agreements which are not Assumed Liabilities or by which it or its assets or properties are bound not included in the Acquired Assets (collectively, the “"Material Contracts”"): (ia) Contracts employment, consulting, bonus, profit-sharing, percentage compensation, deferred compensation, pension, welfare, retirement, stock purchase or stock option plans and agreements and commitments with any current the directors or former officerPersonnel of Seller, directorexcluding agreements and commitments terminable by Seller on not more than 30 days' notice without liability or penalty, member or Affiliate of the Companyand plans disclosed in Schedule 5.17(c); (iib) Contracts with notes, mortgages, contracts, agreements, and commitments for the repayment or borrowing of money by Seller in excess of $10,000 in any labor union one case, or association representing for a line of credit including borrowings by Seller in the form of guarantees of, indemnification for, or agreements to acquire any Employee obligations of the Companyothers, and all security or pledge agreements related thereto; (iiic) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant contracts, agreements, and commitments relating to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint venturesventure, partnership, strategic alliances, partnershipsalliance, or sharing of profits or proprietary informationlosses with any Person; (vd) Contracts contracts, agreements, and commitments containing covenants purporting to limit the freedom of the Company not Seller or any Personnel to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employmentgeographic area; (vie) Contracts relating contracts, agreements, and commitments requiring payments or distributions to the acquisition (by mergerany shareholder, purchase director, or Personnel of stock Seller, or assets any relative or otherwise) by the Company affiliate of any operating business or material assets or the capital stock of any other such Person; (viif) Contracts material contracts, agreements, licenses and commitments relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementsComputer Software; (viiig) each purchase Contract giving rise contracts, agreements, and commitments not disclosed on any other Schedule to Liabilities this Agreement and which involve or may involve the payment or receipt by Seller (whether in payment of the Company in excess a debt, as a result of $25,000; (ixa guarantee or indemnification, for goods or services, or otherwise) each Contract providing for payments by or to the Company in excess of more than $25,000 in any fiscal per year or $50,000 in over the aggregate during the initial term thereof, or are otherwise material to the Business; (xh) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has contracts, agreements and commitments not made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xxi) Contracts that are otherwise material all Real Property Leases. Schedule 5.22 identifies whether each Material Contract is to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material be an Assigned Contract, nor, but subject to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunderSection 2.04. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, Seller and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct Clinsite have made true and complete copies of all the Material Contracts available to Purchaser. Except as set forth in Schedule 5.22, there are no transactions relating to the Business presently pending or planned or initiated or completed since December 31, 1999 between Seller and any shareholder, officer, director, or Personnel of Seller, or any relative or Affiliate of any such Person, including any contract, agreement, or other arrangement (i) providing for the furnishing of services by Seller, (ii) providing for the rental of real or personal property by Seller, or (iii) otherwise requiring payments from Seller (other than for services as officers or directors of Seller) to any such Person or corporation, partnership, trust, or other entity in which any such Person has a direct or indirect interest as a shareholder, officer, director, trustee, or partner. All of the Material ContractsContracts are in full force and effect, together with all amendments, modifications or supplements theretoexcept as provided in Schedule 5.22. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than Except as set forth on Company Disclosure in Schedule 4.13(a)(xix) 5.22, neither Seller, nor, To the Knowledge of Seller, any other party thereto, has breached any material provision of, or as approved by Newcois in material default under, the terms of, nor does any condition exist which, with notice or lapse of time, or both, would cause Seller or, To the Knowledge of Seller, any other party to be in default under, any contract, agreement, or commitment. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Schedules 2.16(a)(i) through (xxiv) of the Company Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection Letter set forth a list of this Section 4.13(a), all each of the following Contracts to which the any Group Company is a party or by which it or its assets or properties that are bound in effect on the Agreement Date (collectively, the “Material Contracts”): (i) Contracts with any current Contract providing for payments by or former officer, director, member to any Group Company (or Affiliate under which any Group Company has made or received such payments) in the period since such Group Company’s inception in an aggregate amount of the Company$25,000 or more; (ii) Contracts with any labor union dealer, distributor, referral or association representing similar agreement, or any Employee Contract providing for the grant of rights to reproduce, license, market, refer or sell its products or services to any other Person or relating to the advertising or promotion of the Business or pursuant to which any third parties advertise on any websites operated by any Group Company; (iii) other than “shrink wrap” and similar generally available commercial end-user licenses to software that have an individual acquisition cost of $25,000 or less, all licenses, sublicenses and other Contracts for to which any Group Company is a party and pursuant to which the sale of Company acquired or is authorized to use any of Third-Party Intellectual Property Rights used in the assets development, marketing or licensing of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assetsProducts; (iv) Contracts for joint venturesany license, strategic alliances, partnerships, sublicense or sharing of profits or proprietary informationother Contract to which any Group Company is a party and pursuant to which any Person is authorized to use any Company Intellectual Property Rights; (v) Contracts containing covenants any license, sublicense or other Contract pursuant to which any Group Company has agreed to any restriction on the right of the any Group Company not to compete use or enforce any Company Intellectual Property Rights or pursuant to which any Group Company agrees to encumber, transfer or sell rights in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employmentIntellectual Property Rights; (vi) any Contract providing for the development of any software, technology or Intellectual Property Rights, independently or jointly, either by or for any Group Company (other than employee invention assignment agreements and consulting agreements with Authors on the Company’s standard form of agreement, copies of which have been provided to Purchaser); (vii) any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by any Group Company in the ordinary course of business consistent with past practice; (viii) any Contract to license or authorize any third party to manufacture or reproduce any of the Company Products or Company Intellectual Property; (ix) any Contract with any Governmental Entity, any Company Authorization, or any Contract with a government prime contractor, or higher-tier government subcontractor, including any indefinite delivery/indefinite quantity contract, firm-fixed-price contract, schedule contract, blanket purchase agreement, or task or delivery order (each a “Government Contract”). (x) (A) any joint venture Contract, (B) any Contract that involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons and (C) any Contract that involves the payment of royalties to any other Person; (xi) any separation agreement or severance agreement with any current or former employees under which the any Group Company has any actual or potential Liability; (xii) any Contract for or relating to the employment or service of any director, officer, employee, consultant or beneficial owner of more than 5% of the total shares of Company Capital Stock or any other type of Contract with any of its officers, employees, consultants or beneficial owners of more than 5% of the total shares of Company Capital Stock, as the case may be, excluding (A) at-will employment offer letters, (B) consulting agreements that can be terminated by the Company on not more than 30 days’ notice, (C) Contracts providing for the grant or issuance of equity (including all associated financing agreements) and (D) form Contracts entered into in connection with employment or service, such as invention and assignment agreements; (xiii) any Contract (A) pursuant to which any other party is granted exclusive rights or “most favored party” rights of any type or scope with respect to any of the Company Products or Company Intellectual Property, (B) containing any non-competition covenants or other restrictions relating to the Company Products or Company Intellectual Property, (C) that limits or would limit the freedom of the Company or any of its successors or assigns or their respective Affiliates to (I) engage or participate, or compete with any other Person, in any line of business, market or geographic area with respect to the Company Products or the Company Intellectual Property, or to make use of any Company Intellectual Property, including any grants by any Group Company of exclusive rights or licenses or (II) sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or services or (D) containing any “take or pay,” minimum commitments or similar provisions; (xiv) any standstill or similar agreement containing provisions prohibiting a third party from purchasing Equity Interests of the Company or assets of any Group Company or otherwise seeking to influence or exercise control over any Group Company; (xv) any Contracts relating to the acquisition (by mergermembership of, purchase of stock or assets participation by, any Group Company in, or otherwise) by the Company affiliation of any operating business Group Company with, any industry standards group or material assets association; (xvi) any settlement agreement with respect to any Legal Proceeding; (xvii) any Contract pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the capital consummation of the Stock Purchase or the other Transactions, either alone or in combination with any other event; (xviii) any Contract or plan (including any stock option, share scheme, merger and/or stock bonus plan) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Capital Stock or any other securities of any Group Company or any options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor; (xix) any Contract with any trade union, works council, labor union or any collective bargaining agreement or similar contract with its employees; (xx) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (xxi) any Contract of guarantee, surety, support, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of any other Person; (viixxii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company for capital expenditures in excess of $25,00050,000 in the aggregate; (ixxxiii) each any Contract providing for payments by pursuant to which any Group Company is a lessor or to the Company lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving expenditures in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”)per annum; and (xxxxiv) Contracts that are otherwise material any Contract pursuant to the Companywhich any Group Company has acquired a business or entity, or assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise, or any Contract pursuant to which it has any ownership interest in any other Person. (b) All Material Contracts are in written form. Each Group Company has performed all of the obligations required to be performed by it and is entitled to all benefits under, and is not alleged to be in default in respect of, any Material Contract to which it is a party. Each of the Material Contracts is in full force and effect effect, subject only to the effect, if any, of applicable bankruptcy and is other similar Applicable Law affecting the legalrights of creditors generally and rules of law governing specific performance, valid injunctive relief and binding obligation other equitable remedies. There exists no default or event of default or event, occurrence, condition or act, with respect to any Group Company or to the knowledge of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, respect to the Knowledge of the Company, is any other party to any Material Contract in breach contracting party, that, with the giving of or default thereundernotice, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving happening of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality event or condition, would reasonably be expected to (i) become a default or event of the foregoing, the Company is not in material default under any Material Contract or (ii) give any third party (A) the MOSA norright to declare a default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Material Contract, (C) the Knowledge of right to accelerate the Company, is any other party to the MOSA in breach of maturity or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice performance of any significant dispute with respect obligation of any Group Company under any Material Contract or (D) the right to cancel, terminate or modify any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The No Group Company has delivered received any notice or other communication regarding any actual or possible violation or breach of, default under, or intention to Purchaser truecancel or modify any Material Contract. No Group Company has any Liability for renegotiation of Government Contracts. True, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and Contracts have been provided to Purchaser at Closing shall not be, obligated to make any payments to Professional Service Providers related least three Business Days prior to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by NewcoAgreement Date. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. Except for this Agreement and the Related Documents and except as set forth on Schedule 2.10: (a) There are no agreements, understandings, instruments, contracts or transactions (whether written or oral) between the Company Disclosure Schedule 4.13(aor its subsidiaries and any Affiliate (as defined in the Shareholders Agreement). (b) sets forthThere are no agreements, by reference to the applicable subsection of this Section 4.13(a)understandings, all of the following Contracts instruments, contracts or transactions (whether oral or written) to which the Company or any subsidiary of the Company is a party or by which it or any of its assets or properties are is bound (collectively, the “Material Contracts”): that involve (i) Contracts with obligations of, or payments by or to, the Company or its subsidiaries in excess of $250,000 in any current twelve (12) month period, (ii) the issuance of debt or former officerequity securities of the Company or its subsidiaries or the incurrence of indebtedness or the pledge or grant of any security interest or encumbrance on the Company’s or its subsidiaries’ assets, director(iii) restrictions on the development, member provision or Affiliate distribution of the Company; ’s or its subsidiaries’ products or services, (iiiv) Contracts with any labor union employment, severance or association representing any Employee consulting agreement, (v) the disposition of a material portion of the Company; (iii) Contracts for ’s or its subsidiaries’ assets or the sale of any acquisition of the assets business or securities or other ownership interests of another Person, (vi) any agreement under which the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in subsidiaries is restricted from carrying on any line of business or with carrying on business in any geographic location, (vii) any Reinsurance Contract or (viii) any fees or payments to any Person in (including any geographical area broker, investment bank or not other finder) relating to solicit any financing (public or hire any Person with respect to employment private) or covenants the sale of any other Person not to compete with the enterprise value of the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; its subsidiaries (vi) Contracts relating to the acquisition (by through merger, purchase of stock or assets consolidation, asset transfer, equity transfer, license or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrenceeach, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service ProvidersMaterial Contract”); and (xx) Contracts that are otherwise material to the Company. (bc) Each Schedule 2.10 contains a complete list of all Material Contracts. With respect to each Material Contract, (i) such Material Contract is legal, valid, binding, enforceable (subject to the Material Contracts is Enforceability Exceptions) and in full force and effect and is against the legalCompany or its subsidiaries, valid and binding obligation of as applicable, (ii) neither the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contractsubsidiaries, nor, to the Knowledge knowledge of the Company, is any other party to any Material Contract thereto, is in breach of or default thereunderin any material respect, and, to the Knowledge of the Company, and no event has occurred that with the notice or lapse of time or the giving of notice or both would constitute a material breach or default by on the part of the Company or its subsidiaries or, to the knowledge of the Company, any other party thereunder. Notwithstanding the generality of the foregoingthereto, or permit termination, modification or acceleration, under such Material Contract and (iii) neither the Company is not in material default under the MOSA or its subsidiaries nor, to the Knowledge knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no has repudiated any provision of such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Schedule 4.12 of the Company Disclosure Schedule 4.13(a) sets forthforth a true, by reference to the applicable subsection of this Section 4.13(a)correct and complete list, all as of the following Contracts 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 by intends to become a party) or to which it or its any of their respective assets or properties are bound (collectively, the “Material Contracts”):is bound: (i) Contracts with any current under which the Company or former officer, director, member a Company Subsidiary leases personal property from or Affiliate to third parties under operating leases which involve payments in excess of the Company$25,000 per annum; (ii) Contracts with for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) which calls for performance over a period of more than one (1) year, (B) which involves payments of more than $50,000 in the aggregate or (C) in which the Company or any labor union Company Subsidiary has agreed to purchase a minimum quantity of goods or association representing services or has agreed to purchase goods or services exclusively from any Employee Person which involves payments in excess of $50,000, but excluding purchase orders or sales contracts which are revocable without penalty by the CompanyCompany or any Company Subsidiary; (iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business (A) granting representation, marketing or for the grant distribution rights or (B) relating to any Person of any preferential rights to purchase any of its assetsIntellectual Property (including, without limitation, license, franchise or similar agreements); (iv) Contracts for establishing or maintaining any partnership, joint venturesventure or strategic alliance or pursuant to which the Company or any Company Subsidiary has purchased the assets, strategic alliances, partnerships, business or sharing Equity Interests of profits or proprietary informationany other Person during the last three (3) years; (v) Contracts containing covenants under which there is or may be imposed a Lien on any of its assets, whether tangible or intangible (other than the Liens granted in favor of Parent); (vi) concerning any non-competition or non-solicitation obligations entered into outside the ordinary course of business; (vii) under which the Company not to compete or any Company Subsidiary is or would be restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities with officers, directors, employees or consultants of the Company in excess of $25,000or any Company Subsidiary; (ix) each Contract resulting in or providing for payments by or to the Company creation of any Lien (including any lease notifications) other than any Liens granted in excess favor of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereofParent; (x) all Contracts obligating involving any Affiliates of the Company to provide or obtain products or services for a period of one year or more or requiring the any Company to purchase or sell a stated portion of its requirements or outputsSubsidiary; (xi) Contracts under which the consequences of a default or termination could reasonably be likely to have a Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business;Material Adverse Effect; and (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 entered into in the aggregate or require performance by any party more than one year from ordinary course of business and not otherwise disclosed on Schedule 4.12 of the date hereof unless Company Disclosure Schedule in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating response to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Companyforegoing clauses. (b) Each 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 Contracts Contract” and are collectively referred to herein as the “Material Contracts.” (c) Each Material Contract existing as of the date hereof is in full force and effect and is the a legal, valid and binding obligation of each of the CompanyCompany 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 and, upon consummation of the transactions contemplated by this Agreement, shallterms, except as otherwise stated in Company Disclosure Schedule 4.13(b)enforcement may be limited by bankruptcy, continue 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 without penalty or other adverse consequenceeffect. The parties to each Material Contract are in substantial compliance with the terms thereof, and no default or event of default by any of the Company is not in material default under or any Material Contract, norCompany Subsidiary or, to the Knowledge of the CompanyCompany or any Company Subsidiary, is any other party to any Material Contract in breach thereto exists thereunder. (d) None of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company Subsidiary is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any contract, commitment, license, agreement, obligation or arrangement that restricts it from carrying on its business or any part thereof, or from competing in any line of the Material Contracts has exercised business or with any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by NewcoPerson. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Except as listed or described on Schedule 4.13(a) sets forth5.10 hereto, by reference to the applicable subsection of this Section 4.13(a), all as of the following Contracts to which date hereof, the Company Business is not a party to or bound by which it any written or its assets oral leases, agreements, instruments, or properties other contracts or legally binding contractual commitments (“Contracts”) that are bound of a type described below (collectively, the “Material Contracts”): (i) Contracts any collective bargaining arrangement with any current or former officer, director, member or Affiliate of the Companylabor union; (ii) Contracts with any labor union Contract, singly or association representing any Employee in the aggregate, for capital expenditures or the acquisition or construction of the Companyfixed assets in excess of $2500.00; (iii) Contracts any Contract, singly or in the aggregate, for the purchase or sale of any inventory, materials, supplies, merchandise, machinery, equipment, parts or other property, assets, or services requiring aggregate future payments in excess of the assets of the Company $2500.00 (other than standard inventory purchase orders executed in the Ordinary Course ordinary course of Business business); (iv) any Contract relating to the borrowing of money or for the grant guaranty of another person’s borrowing of money; (v) any Contract granting any person a lien on all or any part of assets; (vi) any Contract granting to any Person of any person a first refusal, first offer or similar preferential rights right to purchase or acquire any of its assets; (ivvii) Contracts for joint venturesany Contract under which the Business is (A) a lessee or sublessee of any machinery, strategic alliancesequipment, partnershipsvehicle (including fleet equipment) or other tangible personal property, or sharing (B) a lessor of profits or proprietary informationany property, in either case having an original value in excess of $2500.00; (vviii) Contracts containing covenants any Contract limiting, restricting or prohibiting it from conducting business anywhere in the United States or elsewhere in the world or any Contract limiting the freedom of the Company not Business to compete engage in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by any joint venture or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereofpartnership Contract; (x) all Contracts obligating Contracts, singly or in the Company to provide or obtain products or services for a period aggregate, requiring future payments of one year $2500.00 or more or requiring that require the Company to purchase or sell a stated portion consent of its requirements or outputs;the other party thereto in connection with the transactions contemplated hereby; and (xi) Contracts under which the Company any material employment Contract with any employee. The Shareholder has made advances or loans available to any other Personthe Purchaser a true and complete copy of each written Material Contract, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control including all amendments or other similar payments; (xiii) Contracts for the employment of any individual modifications thereto. Except as set forth on Schedules 5.9 and 5.10 hereto, each Material Contract is a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other parties each party thereto, enforceable against each of them in accordance with its terms andterms, upon consummation of the transactions contemplated by this Agreementsubject only to bankruptcy, shallreorganization, except as otherwise stated in Company Disclosure Schedule 4.13(b), continue in full force receivership and effect without penalty or other adverse consequencelaws affecting creditors’ rights generally. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than Except as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete Schedules 5.9 and accurate list of 5.10 hereto, the Business has performed all consents, waivers, approvals or authorizations of any Person obligations required to transfer be performed by it under the Material ContractsContracts and the Business is not in breach or default thereunder.

Material Contracts. (a) Company Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), all of the following Contracts to which the No Group Company is a party to or by which it or its assets or properties are bound (collectively, the “Material Contracts”):obligated under: (ia) Contracts with any current contract which obligates the Group for any payments in excess of 250,000 RMB, in the aggregate, and which is not terminable by any Group without additional payment or former officer, director, member or Affiliate penalty within ninety (90) days of the Companydelivery of notice of such termination; (iib) Contracts with any labor union or association representing contract which restricts any Employee of the Company; (iii) Contracts for the sale of any of the assets of the Group Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete from engaging in any line of business or competing with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employmentgeographic region; (vic) Contracts any partnership, limited liability company agreement, joint venture or other similar agreement or arrangement relating to the acquisition (by mergerformation, purchase of stock creation, operation, management or assets or otherwise) by the Company control of any operating business partnership or material assets joint venture which is not wholly-owned by one or the capital stock of any other Personmore Group Companies; (viid) Contracts any contract (other than among the Group Companies) under which Indebtedness in excess of 250,000 RMB is outstanding or pursuant to which any property or asset of the one or more Group Companies having a book value of more than 250,000 RMB is mortgaged, pledged or otherwise subject to an Encumbrance or any contract restricting the incurrence of Indebtedness or the incurrence of Encumbrances or restricting the payment of dividends; (e) any contract entered into within three (3) years prior to the date hereof for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration in excess of 250,000 RMB and any term sheets or letters of intent in effect and not expired as of the date hereof, whether or not binding, relating to any of the foregoing in this clause (e); (f) other than contracts for ordinary repair and maintenance, any contract relating to the incurrencedevelopment or construction of, assumption or guarantee additions or expansions to, the Leased Real Properties, under which the Group Companies have, or expect to incur, in the aggregate one or more obligations in excess of any Indebtedness or imposing a Lien on any 250,000 RMB in the aggregate that have not been satisfied as of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementsdate hereof; (viiig) any contract to which any Group Company has continuing indemnification obligations or potential liability under any purchase price adjustment that, in each purchase Contract giving rise case, could reasonably be expected to Liabilities result in future payments by the Group Companies in the aggregate, of more than 250,000 RMB or any contract relating to the Company settlement or proposed settlement of any Legal Action, which involves the issuance of equity securities or payment of an amount, in excess any such case, having a value of $25,000more than 250,000 RMB; (ixh) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts contract for the employment of, or receipt of any individual services from, any director, officer or other employee on a full-time, part-time or time, consulting or other basis providing annual case compensation from the Group Companies in excess of $50,000250,000 RMB in the aggregate; (xivi) management Contracts and Contracts with independent contractors any contract which relates to any Intellectual Property; (j) any contract (other than contracts referenced in clause (a) through (i) of this Section 4.15) which by its terms call for payments by one or consultants (or similar arrangements) more of the Group Companies in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice250,000 RMB in the aggregate; (xvk) outstanding Contracts any contract with any current officer or director of guarantyany Group Company or any Affiliates of any Group Company, surety or indemnification, direct or indirect, by the Company;including any JZH Holder; or (xvil) Contracts (any contract that requires a consent to or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts otherwise contains a provision relating to a “change of control’, or any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap contract that would prohibit or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to delay the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other parties thereto, enforceable against each of them in accordance with its terms and, upon consummation of the transactions contemplated by this Agreement, shallor that would trigger, except give rise to, accelerate or augment any liabilities or terminate or modify any rights of any Group Company as otherwise stated in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge a result of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge consummation of the Company, no event has occurred that with transactions contemplated hereby (the lapse contracts described in clause (a) through (k) of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality this Section 4.15 and those agreements set forth in Schedule 4.12(a) of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, Disclosure Schedules together with all amendments, modifications or supplements thereto. The Company is not exhibits and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transactionschedules thereto collectively, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the “Material Contracts”).

Material Contracts. (a) Company Disclosure Schedule 4.13(a5.14(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), all of the following Contracts to which the Company any Purchased Entity is a party or by which it any of them or its assets or properties their respective Purchased Entity Assets are bound (collectively, the “Material Contracts”): (i) Contracts with any Seller or Affiliate thereof or any current or former officer, director, member stockholder or Affiliate of the Companyany Purchased Entity (other than a Purchased Entity); (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the material assets of the Company any Purchased Entity other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its material assets; (iviii) Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or sharing of profits or proprietary information; (viv) Contracts containing covenants of the Company any Purchased Entity not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person person with respect to employment or covenants of any other Person not to compete with the Company any Purchased Entity in any line of business or in any geographical area or not to solicit or hire any Person person with respect to employment; (viv) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company any Purchased Entity of any operating business or material assets or the capital stock of any other Person; (viivi) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the material assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementsany Purchased Entity; (viiivii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract all Contracts providing for payments by or to the Company any Purchased Entity in excess of $25,000 50,000 in any fiscal year or $50,000 200,000 in the aggregate during the term thereof; (xviii) all Contracts obligating the Company any Purchased Entity to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputsmore; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiiiix) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”)basis; and (xxx) Contracts that are otherwise material development agreements setting forth duties and obligations relating to the CompanyProperties, public disclosure reports issued by the Arizona Department of Real Estate, and storm water plans filed with the Arizona Department of Environmental Quality. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Companyany Purchased Entity which is party thereto, and of the other parties thereto, 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 terms. No Purchased Entity is in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the CompanySellers, is any other party to any Material Contract in breach of or in default thereunder, and, to the Knowledge of the CompanySellers, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company of any Purchased Entity or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default Any payments due under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default each Material Contract have been timely made by the Company or any other party thereunderapplicable Purchased Entity. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has Sellers have delivered or made available to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not thereto and at Closing shall not beassignments thereof, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newcoif any. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a5.15 sets forth each Contract (and in the case of an oral Contract, the material terms of such Contract) sets forth, by reference to the applicable subsection of this Section 4.13(a), all of the following Contracts to which the Company or any of its Subsidiaries is a party to or by to which it or its assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with any current or former officer, director, member or Affiliate of the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets the Company or any of its Subsidiaries are bound: (i) governing the borrowing of money or the Guarantee or the repayment thereof or granting of Liens (other than Permitted Liens) on any material property or asset of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; Subsidiaries, in each case, in excess of $100,000; (ivii) Contracts providing for joint venturesthe employment of any Person with annual compensation in excess of $100,000, strategic alliances, partnerships, except for any Contract for “at-will” employment which may be terminated on 60 days or sharing of profits less prior notice without liability to the Company or proprietary information; its Subsidiaries; (viii) Contracts containing covenants expressly limiting the freedom of the Company not or any of its Subsidiaries to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical geographic area or not market; (iv) providing a license to solicit the Company or hire its Subsidiaries to use any Person third party Intellectual Property (other than licenses for commercially available off-the-shelf Software) or providing to a third party a license to use any Intellectual Property; (v) with respect to employment; any directors, managers, officers, members or stockholders of the Company or its Subsidiaries; (vi) Contracts relating to providing for the acquisition (by mergerfuture or ongoing purchase, purchase of stock maintenance or assets or otherwise) by the Company of any operating business or material assets acquisition, or the capital stock sale, lease or furnishing, of any materials, supplies, merchandise, property or equipment (including computer hardware or software or other Person; (vii) Contracts relating to the incurrenceproperty or services), assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company case in excess of $25,000; 100,000 annually or $200,000 in the aggregate; (ixvii) each Contract granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any material right, asset or property of the Company or its Subsidiaries; (viii) providing for payments by any offset, countertrade or to the Company barter arrangement in excess of $25,000 in any fiscal year 100,000 annually or $50,000 200,000 in the aggregate during the term thereof; aggregate; (ix) containing a “most favored nation” pricing agreement or consignment arrangement with a customer or supplier; (x) all Contracts obligating involving a material distributor, sales representative, broker or advertising arrangement that by its express terms is not terminable by the Company to provide or obtain products its Subsidiaries at will or services for a period by giving notice of one year 30 days or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; less, without liability; (xi) Contracts under which involving a joint venture or partnership or involving the sharing of profits, losses, costs or liability by the Company has made advances or loans to any of its Subsidiaries with any other Person; (xii) involving management services, except advances to Employees consulting services, independent contractor services, support services or any other similar services, in each case, in excess of $100,000 annually or $200,000 in the Company aggregate; (xiii) involving the acquisition of any business enterprise whether via stock or asset purchase or otherwise (but excluding the acquisition of inventory in the Ordinary Course of Business; ); (xiixiv) Contracts providing for severance, retention, change in control granting a power of attorney to any Person; (xv) with respect to a franchise agreement or other similar payments; arrangement; or (xiiixvi) Contracts for under which the employment amount payable by the Company or any of any individual its Subsidiaries is based on a fullroyalty or earn-time, part-time or consulting or other basis providing annual compensation out in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 100,000 annually or $100,000 200,000 in the aggregate or require performance by any party more than one year from (the date hereof unless Contracts described in clauses (i)-(xvi) are each, a “Company Material Contract” and collectively, the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service ProvidersCompany Material Contracts”); and (xx) Contracts that are otherwise material to the Company. (b) Each of To the Material Contracts is in full force and effect and is the legal, valid and binding obligation Knowledge of the Company, the Company has made available to the Buyer true and complete copies of each written Company Material Contract, as amended. Each Company Material Contract is a valid, binding and enforceable obligation of the Company or any of its Subsidiaries, as applicable, and, to the Knowledge of the Company, the other parties thereto, enforceable against each of them in accordance with its terms andterms, upon consummation subject to the General Enforceability Exceptions. With respect to the Company Material Contracts listed on Schedule 5.15 (or required to be listed on Schedule 5.15): (i) neither the Company or any of the transactions contemplated by this Agreement, shall, except as otherwise stated in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, its Subsidiaries nor, to the Knowledge of the Company, is any other party to thereto, is in material default under or in material violation of any such Company Material Contract in breach of or default thereunder, and, Contract; (ii) to the Knowledge of the Company, no event has occurred that that, with the notice or lapse of time or the giving of notice or both both, would constitute such a material breach default or default by material violation; (iii) neither the Company or nor any other party thereunder. Notwithstanding the generality of the foregoing, the its Subsidiaries has released any of its material rights under any such Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, Material Contract; and (iv) to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any such Company Material Contract has repudiated any of the Material Contracts has exercised material terms thereof or threatened in writing to terminate or cancel any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Company Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Section 4.14(a) of the Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), forth all of the following Contracts to which the any Company Entity is a party or by which it any of them or its their respective assets or of properties are bound (collectively, the “Material Contracts”): (i) Contracts (A) with any Seller or Affiliate thereof or any current or former officer, director, member stockholder or Affiliate of any Company Entity or (B) between the Sellers with respect to the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets of the any Company Entity other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iii) Contracts containing change of control or other similar provisions that are material to the Company Entities; (iv) Contracts for establishing or governing the material terms of any joint venturesventure, partnership, strategic alliancesalliance, partnershipscollaboration, or material research and development project, sharing of profits or proprietary informationinformation or similar arrangement; (v) Contracts with respect to any options, co-existence agreements, rights, escrows, licenses, covenants not to assert or ▇▇▇, or releases of any kind relating to rights in or to any Company Intellectual Property that have been granted (A) to the Company Entities, or (B) by the Company Entities to any other Person (other than standard and customary confidentiality agreements executed in the Ordinary Course of Business); (vi) Contract Manufacturing Agreements or other Contracts that relate to the research, development, distribution, marketing, supply, co-promotion or manufacturing of any Company Product; (vii) Contracts pursuant to which goods or materials are supplied to any Company Entity from an exclusive source (i.e., “single source” supply Contracts); (viii) Contracts containing covenants of the any Company Entity not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person person with respect to employment or covenants of any other Person not to compete with the any Company Entity in any line of business or in any geographical area or not to solicit or hire any Person person with respect to employment; (viix) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the any Company Entity of any operating business or material assets or the capital stock of any other Person; (viix) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Companyany Company Entity, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viiixi) each purchase the form of Contract giving rise pursuant to Liabilities of the which any Company in excess of $25,000Entity collects and compiles data; (ixxii) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the any Company Entity to provide or obtain products or services for a period of one (1) year or more or requiring the a Company Entity to purchase or sell a stated portion of its requirements or outputs; (xixiii) Contracts under which the any Company Entity has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xiixiv) Contracts providing for severance, retention, change in control or other similar payments, which require payments exceeding $100,000; (xiiixv) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing for annual compensation in excess of $50,000100,000; (xivxvi) management Contracts and material Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) 30 days’ notice; (xvxvii) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Companyany Company Entity; (xvixviii) Contracts (or group of related contractsContracts) which involve the expenditure of more than $25,000 250,000 annually or $100,000 1,000,000 in the aggregate or require performance by any party more than one (1) year from the date hereof unless and that are not cancelable without penalty or further payment and without more than 90 days’ notice; (xix) License Agreements either (A) with annual payments exceeding $50,000; or (B) pursuant to which any Company Entity has granted to, or licensed from, any Person any rights (or immunities) with respect to any Intellectual Property, Software or other Technology (other than nonexclusive licenses granted to customers on standard terms in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviiixx) incentives, grants Contracts pursuant to which any Company Entity has continuing obligations or interests involving royalties (or other agreements from amounts calculated based upon the revenues or income of any Company Entity), license fees or similar payments (but exclusive of any Material Contracts listed in Section 4.14(a)(xix) of the Disclosure Schedule); (xxi) Real Property Leases; (xxii) Contracts concerning leases of personal property requiring rental payments exceeding $100,000; (xxiii) Contracts with any Governmental AuthorityBody involving annual payments exceeding $100,000; (xixxxiv) Contracts for services from lawyerswith any of the largest customers or largest suppliers of the Company Entities, accountantsas identified in Section 4.21 of the Disclosure Schedule; (xxv) Contracts entered into after January 1, financial advisors and consultants 2012 related to the compromise or settlement of any litigation, arbitration or other proceding, other than Contracts entered into with former employees of the Company in connection with termination of employment involving a settlement amount of $50,000 or less; (“Professional Service Providers”)xxvi) Contracts containing any most-favored nations undertakings, rights of first refusal, price protection mechanisms with respect to sales to customers of any Company Entity, or any other similar provisions restricting the business of the Company Entities; (xxvii) Contracts with any labor union or any collective bargaining agreement; (xxviii) Contracts involving any outstanding powers of attorney executed on behalf of any Company Entity; and (xxxxix) Contracts that are otherwise material to the CompanyCompany Entities. (b) Each Except as disclosed in Section 4.14(b) of the Disclosure Schedule, each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company Entity which is party thereto, and to the Knowledge of the Company, and of the other parties thereto, 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 enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity)). No Company Disclosure Schedule 4.13(b), continue Entity is in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to . To the Knowledge of the Company, there is no event has occurred that or existing condition that, with the lapse of time or the time, giving of notice or both both, would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or under any other party thereunderMaterial Contract. No party to any of the Material Contracts has exercised in writing any termination rights with respect thereto, and no such party has given written notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (aExcept as set forth on Schedule 4.1(r) of the Company Disclosure Schedule 4.13(a) sets forth, Schedules or as disclosed in the Company Reports (including all exhibits thereto (including exhibits incorporated by reference to the applicable subsection of this Section 4.13(atherein)), all of the following Contracts to which neither the Company nor any of its Subsidiaries is a party to or by which it or its assets or properties are otherwise bound (collectively, the “Material Contracts”):by: (i) Contracts with any current lease of personal property providing for annual rental payments of $1,000,000 or former officer, director, member more or Affiliate any lease of the Companyany material real property; (ii) Contracts with any labor union agreement (other than purchase orders entered into in the ordinary course of business) for the purchase of materials, supplies, goods, services, equipment or association representing any Employee other assets (including specifically-manufactured or unique parts) the terms of which provide for aggregate payments by the CompanyCompany and its Subsidiaries of $1,000,000 or more; (iii) Contracts any sales, distribution or other similar agreement (other than purchase orders entered into in the ordinary course of business) providing for the sale of any of the assets of by the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assetsSubsidiaries of materials, supplies, goods, services, equipment or other assets that provides for aggregate payments to the Company and its Subsidiaries of $1,000,000 or more; (iv) Contracts for any partnership, joint ventures, strategic alliances, partnerships, venture or sharing of profits other similar agreement or proprietary informationarrangement; (v) Contracts containing covenants any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement 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); (vii) any license, franchise or similar agreement that is not terminable by the Company without material penalty upon ninety (90) days or less notice to the other party thereto; (viii) any agreement (or provision in an agreement) whose purpose is to limit the freedom of the Company not or any of its Subsidiaries to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area and which limitation is material or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to which would so limit the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities freedom of the Company in excess or any of $25,000its Subsidiaries after the Closing Date; (ix) each Contract providing for payments by any agreement with (A) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of the Company or any of its Subsidiaries, (B) any Person (other than the Company and its Subsidiaries) 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the Company or any of its Subsidiaries or (C) any director or officer of the Company or any of its Subsidiaries or any “associates” or members of the “immediate family” (as such terms are respectively defined in excess Rule 12b-2 and Rule 16a-1 of $25,000 in the Exchange Act) of any fiscal year such director or $50,000 in the aggregate during the term thereofofficer; (x) all Contracts obligating any material agreement to indemnify a third party other than any agreement entered into in the ordinary course of business consistent with past practices or any other agreement listed in any sub-section of Schedule 4.1(r) of the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs;Disclosure Schedules; or (xi) Contracts under which any other Contract not made in the ordinary course of business that is material to the Company has made advances and its Subsidiaries, taken as a whole. Each agreement, contract, plan, lease, arrangement or loans commitment disclosed or required to any other Person, except advances to Employees be disclosed on Schedule 4.1(r) of the Company in Disclosure Schedules (each, a “Material Contract”) is a valid and binding agreement of the Ordinary Course Company or a Subsidiary of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve , as the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licensescase may be, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect effect. True and is complete copies of each Material Contract (including any material modifications and amendments thereto and material waivers thereunder) have been made available to Parent. Neither the legal, valid and binding obligation Company nor any of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material ContractSubsidiaries, nor, to the Knowledge knowledge of the Company, is any other party to thereto, is in material violation of, or in material default under, nor does there exist any condition that with notice or lapse of time, or both, would cause such a material violation of or material default under, any Material Contract in breach of to which it is a party or default thereunderby which it, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Companyits properties or assets, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newcobound. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a4.16(a) sets forthlists all Contracts, by reference to the applicable subsection of this Section 4.13(a)oral or written (collectively, all of the following Contracts “Material Contracts”) to which the Company is a party or by and which it or its assets or properties are bound (collectively, currently in effect and constitute the “Material Contracts”):following: (i) all Contracts that require annual payments or expenses by, or annual payments or income to, the Company of $100,000 or more (other than standard purchase and sale orders entered into in the ordinary course of business consistent with past practice); (ii) all sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contracts and agreements, in each case requiring the payment of any commissions by the Company in excess of $100,000 annually; (iii) all employment Contracts, employee leasing Contracts, and consultant and sales representatives Contracts with any current or former officer, director, member employee or Affiliate consultant of the Company or other Person, under which the Company (A) has continuing obligations for payment of annual compensation of at least $100,000 (other than oral arrangements for at-will employment), (B) has severance or post termination obligations to such Person (other than COBRA obligations), or (C) has an obligation to make a payment upon consummation of the transactions contemplated hereby or as a result of a change of control of the Company; (iiiv) all Contracts with any labor union or association representing any Employee of creating a joint venture, strategic alliance, limited liability company and partnership agreements to which the CompanyCompany is a party; (iiiv) all Contracts for the sale relating to any acquisitions or dispositions of any of the assets of by the Company other than in the Ordinary Course ordinary course of Business or for the grant to any Person of any preferential rights to purchase any of its assetsbusiness; (ivvi) all Contracts for joint venturesmaterial licensing agreements, strategic alliancesincluding Contracts licensing Intellectual Property Rights, partnershipsother than “shrink wrap” licenses, or sharing of profits or proprietary information; (vvii) all Contracts containing covenants limiting the freedom of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementsgeographic area; (viii) each purchase Contract giving rise all Contracts relating to Liabilities patents, trademarks, service marks, trade names, brands, copyrights, trade secrets and other Intellectual Property Rights of the Company in excess of $25,000Company; (ix) each Contract all Contracts providing for guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Company, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations, other than service contracts in the ordinary course of business; (x) all Contracts with or pertaining to the Company to which any Affiliate of the Company is a party; (xi) all Contracts relating to property or assets (whether real or personal, tangible or intangible) in which the Company holds a leasehold interest (including the Leases) and which involve payments to the lessor thereunder in excess of $100,000 per year; (xii) all Contracts relating to outstanding Indebtedness, including financial instruments of indenture or security instruments (typically interest-bearing) such as notes, mortgages, loans and lines of credit; (xiii) any Contract relating to the voting or control of the equity interests of the Company or the election of directors of the Company (other than the organizational documents of the Company); (xiv) any Contract not cancellable by or the Company with no more than 60 days’ notice if the effect of such cancellation would result in monetary penalty to the Company in excess of $25,000 in any fiscal year or $50,000 in 100,000 per the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period terms of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ noticesuch contract; (xv) outstanding Contracts any Contract that can be terminated, or the provisions of guarantywhich are altered, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for as a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each result of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other parties thereto, enforceable against each of them in accordance with its terms and, upon consummation of the transactions contemplated by this Agreement or any of the Additional Agreements to which the Company is a party; and (xvi) any Contract for which any of the benefits, compensation or payments (or the vesting thereof) will be increased or accelerated by the consummation of the transactions contemplated hereby or the amount or value thereof will be calculated on the basis of any of the transactions contemplated by this Agreement, shall, except . (b) Except as otherwise stated in Company Disclosure set for the on Schedule 4.13(b4.16(b), continue each Material Contract is a valid and binding agreement, and is in full force and effect without penalty or other adverse consequence. The effect, and neither the Company is not in material default under any Material Contract, nor, to the Knowledge of the Company’s knowledge, is any other party to any Material Contract thereto, is in breach of or default thereunder, and, to in any material respect (whether with or without the Knowledge of the Company, no event has occurred that with the lapse passage of time or the giving of notice or both would constitute a material breach or default by both) under the Company or terms of any other party thereundersuch Material Contract. Notwithstanding Except as set for the generality of the foregoingon Schedule 4.16(b), the Company is has not in material default under the MOSA norassigned, to the Knowledge of the Companydelegated, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to otherwise transferred any of the Material Contracts has exercised any termination its rights with respect thereto, and no such party has given notice of any significant dispute or obligations with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear or granted any power of all Liens other than Permitted Exceptions. The Company has delivered attorney with respect thereto or to Purchaser true, correct and complete copies of all any of the Material Contracts, together with all amendments, modifications or supplements theretoCompany’s assets. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than Except as set forth on Schedule 4.16(b), no Contract (i) requires the Company Disclosure Schedule 4.13(a)(xixto post a bond or deliver any other form of security or payment to secure its obligations thereunder or (ii) imposes any non-competition covenants that may be binding on, or as approved restrict the Business or require any payments by Newcoor with respect to Purchaser or any of its Affiliates. (c) Except as set forth on Schedule 4.16(c), none of the execution, delivery or performance by the Company Disclosure Schedule 4.13(c) sets forth of this Agreement or Additional Agreements to which the Company is a complete and accurate list party or the consummation by the Company of all consentsthe transactions contemplated hereby or thereby constitutes a material default under or gives rise to any right of termination, waivers, approvals cancellation or authorizations acceleration of any Person required obligation of the Company or to transfer a loss of any material benefit to which the Company is entitled under any provision of any Material ContractsContract. (d) Except as set for the on Schedule 4.16(d), the Company is in compliance in all material respects with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments or agreements evidencing any Indebtedness.

Material Contracts. (a) Company Section 4.14 of the Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), all forth a list of the following Contracts in effect as of the date hereof to which the Company is a party or by which it or its assets or properties are bound (collectively, the “Material Contracts”): (i) all Contracts with any current not fully performed providing for the performance of services or former officerdelivery of goods or materials by or to the Company and which requires consideration to be furnished, directoror which would reasonably be expected to result in consideration to be furnished, member during the 12-month period either ending on or Affiliate commencing on the date of the Companythis Agreement; (ii) all Contracts with that require the Company to purchase its total requirements of any labor union product or association representing any Employee of the Companyservice from a Third Party; (iii) all Contracts providing for the sale Company to be the exclusive provider of any of the assets of the Company other than in the Ordinary Course of Business product or for the grant service to any Person of any preferential rights to purchase any of its assetsPerson; (iv) all Contracts for joint venturesthat relate to the acquisition or disposition of any business, strategic alliancesa material amount of stock or assets of any other Person or any real property (whether by merger, partnershipssale of securities, sale of assets, or sharing of profits or proprietary informationotherwise); (v) all Contracts containing covenants with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical geographic area or not during any period of time, that restricts the ability of the Company to solicit do business with any Person or hire or solicit any Person with respect to employment; (vi) Contracts relating to Person, or that restricts the acquisition (by merger, purchase right of stock or assets or otherwise) by the Company of to sell to or purchase from any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale that grants the other party or title retention agreementsany third person “most favored nation” status or any type of special discount rights; (viii) each purchase Contract giving rise to Liabilities of all Contracts for any joint venture, partnership, or similar arrangement by the Company in excess of $25,000Company; (ix) each Contract providing agreements which relate to Indebtedness (excluding, for payments by the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or to the Company in excess of $25,000 in any fiscal year or $50,000 capital leases made in the aggregate during the term thereofordinary course of business); (x) all Contracts obligating mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the Company to provide assets or obtain products or services for a period properties of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputsCompany; (xi) Contracts under which agreements for the Company has made advances sale or loans purchase of personal property having a value individually, with respect to any other Personall sales or purchases thereunder, except advances to Employees in excess of the Company in the Ordinary Course of Business$50,000; (xii) Contracts providing for severanceeach Contract with any director, retentionofficer, change in control employee, or other similar payments; (xiii) Contracts for consultant of the employment of any individual Company on a full-time, part-time time, consulting, or consulting requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other basis providing annual compensation in excess of $50,000;hand; and (xiv) management all Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess to enter into any of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Companyforegoing. (b) Each of the All Material Contracts is are in full force and effect and is against the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or the giving of notice or both both, would constitute a material breach violation, breach, or event of default by thereunder on the part of the Company or including, without limitation, in connection with any other party thereunderIndebtedness. Notwithstanding the generality of the foregoingThe Company has not, the Company is not in material default under the MOSA nor, and to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, Company no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised Contract has, repudiated any termination rights with respect thereto, and no such party has given notice provision of any significant dispute with respect to any such Material Contract. The Company has, and will transfer has not received written notice that any party to Purchaser at the Closing, good and valid title a Material Contract intends to the cancel or terminate such Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by NewcoContract. (c) Company Disclosure Schedule 4.13(c) sets forth The Sellers have delivered to the Purchaser a true, correct, and complete and accurate list copy of each written Material Contract, including all consentsamendments, waivers, approvals supplements, or authorizations modifications thereto, along with a summary of any Person required to transfer each of the material terms of each oral Material ContractsContract.

Material Contracts. (a) Company Disclosure Schedule 4.13(a) 5.16 sets forth, by reference to the applicable subsection of this Section 4.13(a), forth all of the following Contracts to which the Company or any of its Subsidiaries is a party or by which it or its assets or properties are is bound (collectively, the “Material Contracts”): (i) Contracts with any Seller or any current or former officer, director, member stockholder or Affiliate of the CompanyCompany or any of its Subsidiaries; (ii) Contracts with any labor union or association representing any Employee employee of the CompanyCompany or any of its Subsidiaries; (iii) Contracts pursuant to which any party is required to purchase or sell a stated portion of its requirements or output from or to another party; (iv) Contracts for the sale of any of the assets of the Company or any of its Subsidiaries other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (ivv) Contracts for joint ventures, strategic alliances, alliances or partnerships, or sharing of profits or proprietary information; (vvi) Contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company or any of its Subsidiaries in any line of business or in any geographical area or not to solicit or hire any Person with respect to employmentarea; (vivii) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any of its Subsidiaries of any operating business or material assets or the capital stock of any other Person; (viiviii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000its assets; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company or any of its Subsidiaries has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xiix) Contracts providing for severance, retention, change in control or other similar payments; (xiiixi) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000basis; (xivxii) management Contracts and Contracts with independent contractors for the provision of goods or consultants (or similar arrangements) services involving consideration in excess of $50,000 that are annually or $100,000 in the aggregate over the term of the Contract and not cancelable without penalty terminable by the Company or further payment and without more than the applicable Subsidiary upon thirty (30) days’ noticenotice or less; (xvxiii) outstanding Contracts agreements of guaranty, surety or indemnification, direct or indirect, by the CompanyCompany or any of its Subsidiaries; (xvixiv) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 50,000 annually or $100,000 in the aggregate or require performance by any party more than one (1) year from the date hereof unless in the Ordinary Course of Businesshereof; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xixxv) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”)involving any royalty payments on Intellectual Property; and (xxxvi) Contracts that are otherwise material to the CompanyCompany and its Subsidiaries. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. To the best of the Company's knowledge, except for the contracts of the Company set forth on Exhibit 2.13 attached hereto (collectively, the "Contracts"), the Company is not a party to or otherwise bound by any written or oral: (a) Company Disclosure Schedule 4.13(acontract or series of contracts with the same Person for the purchase of machinery, equipment, goods or services, or the furnishing of services, including without limitation, contracts with franchisees, which contracts have a value in excess of $25,000; (b) sets forthcontract with any labor union (and, by reference to the applicable subsection of this Section 4.13(a), all best of the following Contracts Company's knowledge, no organizational effort is being made with respect to any of their employees); (c) containing any pay-back or other similar provision, upon the occurrence of a failure by the Company to meet its obligations under the contract when due or the occurrence of any other event; (d) contract for the future purchase of fixed assets or for the future purchase of materials, supplies or equipment in excess of its normal operating requirements; (e) contract for the employment of any officer, employee or other person on a full-time or consulting basis, which is not terminable on notice without cost or liability to the Company, except normal severance arrangements and accrued vacation pay; (f) bonus, pension, profit-sharing, retirement, hospitalization, insurance, stock purchase, stock option or other plan, contract or understanding pursuant to which benefits are provided to any employee of the Company (other than group insurance plans applicable to employees generally); (g) agreement or indenture relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien or security interest on, any asset of the Company or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other Person; (h) voting trust or agreement, stockholders' agreement, pledge agreement, buy-sell agreement or first refusal or preemptive rights agreement relating to any securities of the Company other than the Stockholders Agreement; (i) agreement or obligation (contingent or otherwise) to issue, sell or otherwise distribute or to repurchase or otherwise acquire or retire any shares of its capital stock or any of its other equity securities (except as contemplated in Section 3.10); (j) agreement under which the Company has advanced or agreed to advance money, or under which the Company has agreed to lease any property as lessee or lessor for annual lease payments in excess of $25,000; (k) agreement under which the Company has granted any person any registration rights, other than the Registration Rights Agreement; (l) agreement under which the Company has limited or restricted its right to compete with any Person in any respect; (n) agreement providing for disposition of the business, assets or shares of the Company agreement of merger or consolidation to which the Company is a party or by which it or its assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with any current or former officer, director, member or Affiliate letter of the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person intent with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.; or

Material Contracts. (a) Company Section 4.06(a) of the Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), all Schedules lists each of the following Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to which the Company any Seller is a party or by which it is bound in connection with the 17173 Business or its assets the Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or properties are bound (collectivelyoperation of any Leased Real Property listed or otherwise disclosed in Section 4.09(b) of the Disclosure Schedules and all Contracts relating to Intellectual Property set forth in Section 4.10(c) and Section 4.10(e) of the Disclosure Schedules, the being “Material Contracts”): (i) all Contracts involving aggregate consideration in excess of $500,000 and which, in each case, cannot be cancelled without penalty or with any current or former officer, director, member or Affiliate of the Companyless than thirty (30) days’ notice; (ii) all Contracts with that provide for the indemnification of any labor union Person or association representing the assumption of any Employee Tax, environmental or other Liability of the Companyany Person; (iii) all Contracts for that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of any stock, sale of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assetsotherwise); (iv) all Contracts for joint venturesthat involve the establishment, strategic alliances, partnershipscontribution to, or operation of a partnership, joint venture, alliance or similar entity, or involving a sharing of profits or proprietary informationlosses (including joint development and joint marketing Contracts), or any investment in, loan to or acquisition or sale of the securities, equity interests or assets of any Person; (v) Contracts containing covenants of the Company not to compete in any line of business all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; cooperation contracts with gaming companies or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employmentgame operators, advertising contracts, and game publishing and agency contracts; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts agreements and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that and which are not cancelable cancellable without material penalty or further payment and without more with less than thirty (30) days’ notice; (vii) except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees); (viii) all Contracts with any Governmental Authority, state-owned enterprise, or sole-source supplier of any material product or service (other than utilities); (ix) all Contracts that limit or purport to limit the ability of any Seller or any Buyer Group Company to compete in any line of business or with any Person or in any geographic area or during any period of time; (x) all cooperation, 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 of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xii) all Contracts involving any provisions providing for exclusivity, “change in control”, “most favored nations”, rights of first refusal or first negotiation or similar rights; (xiii) all powers of attorney with respect to the 17173 Business or any Purchased Asset; (xiv) all Contracts among the Seller Group Companies; (xv) outstanding Contracts of guarantyall insurance policies, surety or indemnification, direct or indirect, by including the Company;Assigned Insurance Policies; and (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the CompanyPurchased Assets or the operation of the 17173 Business. (b) Each Except as disclosed in Section 4.06(b) of the Disclosure Schedules, each Material Contracts Contract is valid and binding on the applicable Seller in accordance with its terms and is in full force and effect effect, and is enforceable against the legalapplicable Seller, valid and binding obligation to the Knowledge of the CompanySellers, and of the other parties thereto, enforceable against each except (x) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of them general application affecting enforcement of creditors’ rights generally, and (y) as may be limited by laws relating to the availability of specific performance, injunctive relief or other remedies in accordance with its terms and, upon consummation the nature of equitable remedies. None of the transactions contemplated by this AgreementSellers, shall, except as otherwise stated in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the CompanySellers, is any other party none of the counterparties to any Material Contract Contract, is in breach of or default thereunder, and, to under any Material Contract in any material respect. To the Knowledge of the CompanySellers, no event or circumstance has occurred that that, with the notice or lapse of time or the giving of notice or both both, would constitute a material breach or an event of default by the Company any Seller or any counterparty under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other party changes of any right or obligation or the loss of any benefit thereunder. Notwithstanding the generality Complete and correct copies of the foregoingeach Material Contract (including all modifications, the Company is not in material default under the MOSA nor, amendments and supplements thereto and waivers thereunder) have been made available to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by NewcoBuyers. (c) Company Section 4.06(c) of the Disclosure Schedule 4.13(c) sets forth a Schedules is an accurate and complete and accurate list of all consents, waivers, approvals or authorizations Consents required for the assignment of any Person required to transfer the Material ContractsAssigned Contracts under this Agreement and other Transaction Documents.

Material Contracts. (a) Company Section 3.15 of the Seller Disclosure Schedule 4.13(a) sets forth, by reference to forth as of the applicable subsection of this Section 4.13(a), date hereof a true and complete list in all material respects of the following Contracts to which Seller or any member of the Company Commercial Air Group is a party or by which it or its assets or properties are is bound with respect to the Business (collectively, the “Material Contracts”): (i) any Contracts with any current an OEM relating to the purchase of new aircraft or former officer, director, member aircraft engines (other than those contracts relating solely to delivered aircraft or Affiliate of the Companydelivered aircraft engines); (ii) Contracts with any labor union or association representing any Employee of the CompanyLease Document; (iii) Contracts for any Contract containing any non-competition provision that limits in any material respect the sale of any ability of the assets members of the Company other than Commercial Air Group to engage in the Ordinary Course of Business any business or for the grant to compete with any Person of any preferential rights to purchase any of its assetsperson; (iv) Contracts for any Contract material to the Business that grants any member of the Commercial Air Group an equity interest in a joint ventures, strategic alliances, partnerships, venture or partnership with any unaffiliated third party involving a sharing of profits or proprietary informationlosses with such unaffiliated third party; (v) Contracts containing covenants any Contract, other than a contract with another member of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants Commercial Air Group, for the issuance of any equity security or other Person not to compete with equity interest, or the Company in conversion of any line obligation, instrument or security into equity securities or other equity interests of, any member of business or in any geographical area or not to solicit or hire any Person with respect to employmentthe Commercial Air Group; (vi) Contracts relating to the acquisition (by merger, purchase any employment agreements with any person involving an annual base compensation in excess of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person$400,000; (vii) Contracts relating to any Contract between (i) any member of the incurrenceCommercial Air Group on the one hand and (ii) and any current or former director, assumption executive officer or guarantee employee of any Indebtedness or imposing a Lien on any member of the assets Seller Group or Commercial Air Group on the other hand, that, in each case, requires a payment to such person in excess of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements$1,000,000; (viii) each purchase any Contract giving rise relating to Liabilities or evidencing third-party Indebtedness of the Company type described in clauses (a) or (c) of the definition of Indebtedness that has an aggregate outstanding principal amount in excess of $25,0007,500,000; (ix) any Contract pursuant to which any member of the Commercial Air Group has provided funds or made any loan for borrowed money or capital contribution to, or made any other investment in, or assumed, guaranteed or agreed to act as surety with respect to (including any so called take-or-pay or keepwell agreements), any Indebtedness, liability or obligation of, any person, other than (A) any member of the Commercial Air Group or (B) a Seller Joint Venture, in each Contract providing for payments by or to the Company case in excess of US $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof7,500,000; (x) all Contracts obligating any Contract for the Company to provide (A) acquisition of property or obtain products assets by members of the Commercial Air Group; or services for (B) sale, transfer or disposition of properties or assets of the members of the Commercial Air Group, in either case, that has a period of one year or more or requiring the Company to purchase or sell a stated portion sale price of its requirements more than $7,500,000, other than Contracts that involve the acquisition, sale, transfer or outputsdisposition of properties or assets where such acquisition, sale, transfer or disposition has occurred as of the date hereof, and other than any Contract described in clause (i); (xi) Contracts under which the Company has made advances or loans to any material Contract with a Governmental Entity, other Person, except advances to Employees of the Company than any Contract described in the Ordinary Course of Business; clause (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”ii); and (xxxii) Contracts that are otherwise material other than any Contract (A) of the type described in clauses (i) through (xi) (or any of the exceptions thereto) or (B) terminable by Seller or the applicable member of the Commercial Air Group without penalty upon no more than 30 days’ notice, any Contract involving the performance of services by, or delivery or goods or materials to or by, any member of the CompanyCommercial Air Group with an expected amount of value in excess of $5,000,000 over the next twelve (12) month period (other than any Contract between a member of the Commercial Air Group, on the one hand, and another member of the Commercial Air Group, on the other hand). (b) Each The Data Room contains true, accurate and complete copies of all Material Contracts (and any material amendments, supplements and modifications thereto), except for the OEM Contracts, true, accurate and complete copies of which have separately been made available to Purchaser in hard copy form in accordance with the procedures of the applicable OEMs. For the avoidance of doubt, each OEM Contract constitutes a Material Contracts Contract hereunder. Each Material Contract is in full force and effect and is the a legal, valid and binding obligation of the Company, and each member of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company Commercial Air Group which is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, thereto and, to the Knowledge of Seller, each counterparty thereto, and is in full force and effect, and neither such member of the CompanyCommercial Air Group, nor to the Knowledge of Seller, any other party thereto, is in breach of, or in default under, any such Material Contract, and no event has occurred that that, with the notice or lapse of time time, or the giving of notice or both both, would constitute such a material breach or default thereunder by the Company or any other party thereunder. Notwithstanding the generality members of the foregoingCommercial Air Group, the Company is not in material default under the MOSA noror, to the Knowledge of the CompanySeller, is any other party thereto, except for such failure to be valid, binding or in full force and effect and such breaches and defaults that have not been or would not reasonably be expected to be material to the MOSA in breach of or default thereunder, and, to the Knowledge operation of the CompanyBusiness. As of the date hereof, no event written notice of termination of any Material Contract has occurred that with the lapse of time been given or the giving of notice or both would constitute a material breach or default received by the Company or any other party thereunder. No party to any member of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by NewcoCommercial Air Group. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (aSection 4.01(q) of the Company Disclosure Schedule 4.13(a) sets forthforth a true and complete list of all Contracts (such Contracts, by reference whether listed or required to the applicable subsection of this Section 4.13(a)be listed, all of the following Contracts to which the Company is a party or by which it or its assets or properties are bound (collectively, the “Company Material Contracts”):) that fall within the following categories: (i) Contracts any Contract that by its terms provides for aggregate minimum required payments by or minimum purchase requirements from the Company and/or its Subsidiaries in an amount in excess of $500,000 during any twelve (12) month period after the Agreement Date, except for any such Contract that may be canceled, without penalty or other Liability to the Company or any of its Subsidiaries, upon notice of thirty (30) calendar days or less, and except for purchase orders for the sale of Products entered into in the ordinary course of business consistent with any current or former officer, director, member or Affiliate of the Companypast practice; (ii) Contracts with any labor union Contract that grants any right of first refusal or association representing any Employee right of first offer or that limits or purports to limit the ability of the Company;Company or any Subsidiary of the Company to own, operate, sell, transfer or otherwise dispose of any material amount of assets or businesses; provided, however, this subsection (ii) shall not be deemed to refer to Contracts described under Section 4.01(q)(viii) below (and Section 4.01(q)(viii) does not refer to Contracts described by this subsection (ii)) (iii) Contracts any note, bond, debenture, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement, credit agreement, indenture or other Contract for the sale borrowing or lending of money (including loans to or from any officer or director of the Company or any of its Subsidiaries or any member of the immediate family of any such officer or director), agreement or arrangements for a line of credit or guarantee, pledge or undertaking of indebtedness of any other Person, (A) other than lines of credit with respect to corporate credit cards and trade payables incurred in the ordinary course of business consistent with past practice and (B) except to the extent that any of the assets of the Company other than foregoing does not exceed $50,000 individually, or $150,000 in the Ordinary Course aggregate (not including for purposes of Business or for the grant to this clause (B) any Person lines of any preferential rights to purchase any of its assetscredit excluded by clause (A) above); (iv) Contracts for joint ventures, strategic alliances, partnershipsany Contract with respect to co-promotion of, or sharing co-development of profits any product or proprietary informationproduct candidate; (v) Contracts any joint venture, partnership or other similar agreement (however named) providing for or governing the formation, creation, operation, management or control of any partnership, joint venture or other similar arrangement; (vi) any Contract under which the Company or any of its Subsidiaries expressly grants any license or similar rights under any Company Intellectual Property (except for any Contract granting non-exclusive license rights for the primary purpose of (A) material transfer, sponsored research or other similar matters entered into in the ordinary course of business consistent with past practice, (B) establishing confidentiality or non-disclosure obligations, (C) conducting clinical trials or clinical and/or pre-clinical research, or (D) manufacturing, labeling or distributing the Company’s or any of its Subsidiaries’ Products for clinical trials); (vii) any Contract under which the Company or any of its Subsidiaries is granted any license or similar rights under any Intellectual Property, excluding non-exclusive licenses with respect to software that is generally commercially available; (viii) any Contract containing covenants or conditions that in any way purport to restrict or prohibit the business activity of the Company not or any Subsidiary of the Company, or limit the freedom of the Company or any Subsidiary of the Company to compete engage in any line of business or to compete with any Person or to sell, supply or distribute any product or service, in each case, in any geographical area location, or not to solicit restrict or hire any Person with respect to employment or covenants of any other Person not to compete with prohibit the Company in or any line Subsidiary of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company from hiring any individual or group of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrenceindividuals; provided, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Companyhowever, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; this subsection (viii) each purchase shall not be deemed to refer to (A) any Contract giving rise to Liabilities of under which the Company in excess or any of $25,000its Subsidiaries is granted any license or similar rights under any Intellectual Property, (B) any Contract to sell or supply products or to perform services, (C) any representative, sales agency or dealer Contract, (D) any distributor Contract, or (E) any Contract with recruiting agencies for permanent or temporary placements; (ix) each any Contract providing for payments by with any officer or to director of the Company in excess or any holder of $25,000 in any fiscal year 10% or $50,000 in more of the aggregate during the term thereofoutstanding shares of Company Common Stock; (x) all Contracts obligating any employment, consulting, retention, severance, change-of-control, non-competition, termination or indemnification Contract between the Company to provide or obtain products or services for a period any Subsidiary of one year or more or requiring the Company to purchase and any employee earning non-contingent cash compensation in excess of $150,000 per year as of the Agreement Date, other than any confidentiality agreement, non-disclosure agreement or sell a stated portion of its requirements or outputstheir foreign equivalent; (xi) any Contract with any labor union, works council or other representative of employees, including collective bargaining agreements, arrangements with works councils and work rules and practices; (xii) any Contract to sell or supply products or to perform services, involving in any one case more than $250,000 that is not terminable within 30 days without payment by the Company or any of its Subsidiaries, other than purchase orders entered into in the ordinary course of business consistent with past practice; (xiii) any current Contract with a sales representative, sales agency or dealer who earned more than $150,000 in commissions from the Company in 2010, exclusive of Contracts relating to the liability of any such representative, sales agency or dealer for Product inventory consigned to a specific customer account and any confidentiality agreements, non-disclosure agreements or their foreign equivalent; provided, however, this subsection (xiii) shall not be deemed to refer to Contracts with distributors of the Company’s products; (xiv) any current Contract with a distributor (which shall not be deemed to refer to sales representatives, sale agents or dealers) involving in any one case more than $250,000 in sales of the Company’s products in 2010; (xv) any lease with respect to personal property under which the Company or any Subsidiary of the Company is either lessor or lessee, involving in any one case more than $250,000 per year; (xvi) any lease with respect to real property under which the Company or any Subsidiary of the Company is either lessor or lessee, involving in any one case more than $150,000 per year; (xvii) any Contract for any capital expenditure, involving in any one case more than $250,000; (xviii) any Contract under which the Company has made advances or loans to granted any Person registration rights (including demand and piggy-back registration rights), other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining shares of capital stock with respect to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee the stock certificates evidencing which, as of no more than $1,000); (xviii) incentivesthe Agreement Date, grants or other agreements from or the applicable restrictive legend may be removed consistent with any Governmental AuthorityRule 144 under the Securities Act; (xix) Contracts for services any “single source” supply Contract pursuant to which goods or materials that are material to the Company’s business are supplied from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); andan exclusive source; (xx) Contracts any Contract (including binding letters of intent) regarding the acquisition of a Person or business, whether in the form of an asset purchase, merger, consolidation or otherwise (including any such Contract that are otherwise material has closed but under which one or more of the parties has executory indemnification, earn-out or other Liabilities); (xxi) any Contract with any Governmental Entity, other than purchase orders for the sale of Products entered into in the ordinary course of business consistent with past practice; (xxii) any Contract that by its terms limits the payment of dividends or other distributions by the Company or any of its Subsidiaries; (xxiii) any Contract with any non-employee physician, other than any Contract relating to the Company.tender of stock options in 2007 or 2008 and any confidentiality agreement, non-disclosure agreement or their foreign equivalent; or (bxxiv) any amendments, supplements, modifications or renewals in respect of any of the foregoing. True and complete copies of all the Company Material Contracts and all amendments or waivers (other than immaterial waivers and waivers which did not permanently waive any rights or obligations under any such Contracts) thereunder have been made available to Parent. Each of the Company Material Contracts is in full force and effect and is the legal, a valid and binding obligation of the Company, enforceable against the Company or its Subsidiaries, and of to the Company’s Knowledge, the other party or parties thereto, enforceable against each of them in accordance with its terms andterms, upon consummation subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law). Except as set forth in Section 4.01(q)(xxv) of the transactions contemplated by this Agreement, shall, except as otherwise stated in Company Disclosure Schedule 4.13(b)Schedule, continue in full force no event has occurred with respect to the Company or any of its Subsidiaries, and effect without penalty or neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge any other adverse consequence. The party to a Company is not in material default under any Material Contract, norhas materially violated any provision of, or taken or failed to take any action, which in any such case, with or without notice or lapse of time or both, would constitute a material breach, violation or default, or give rise to a right of termination, modification, cancellation, foreclosure, imposition of a Lien (other than a Permitted Lien), prepayment or acceleration under any of the Company Material Contracts, and neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted any Company Material Contract. Except as set forth in Section 4.01(q)(xxv) of the Company Disclosure Schedule, to the Knowledge Company’s Knowledge, neither the Company nor any of the Company, is its Subsidiaries has received any written notice from any other party to any Company Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect theretoContract, and otherwise has no Knowledge, that any such party has given notice of intends to terminate, or not to renew, any significant dispute with respect to any such Company Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), all of the following Contracts to which the Company is a party or by which it or its assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with any current or former officer, director, member or Affiliate of the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix4.14(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Section 5.16(a) of the Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection forth a list of this Section 4.13(a), all of the following Contracts (other than purchase orders) of the Sellers that relate to which the Company is a party or by which it or its assets or properties are bound (collectivelyBusiness, the Purchased Assets or the Assumed Liabilities (any such Contract required to be disclosed on Section 5.16(a) of the Disclosure Schedule, a “Material ContractsContract”): (i) Contracts with any current Any (A) Lease or former officer, director, member or Affiliate (B) lease of personal property (the Company“Personal Property Leases”) involving annual payments in excess of $10,000; (ii) Contracts with any labor union or association representing Contract limiting in any Employee respect the right of the CompanySellers or the Business to freely engage in any line of business anywhere in the world (other than customer Contracts and non-disclosure Contracts entered into in the Ordinary Course of Business that contain non-solicitation obligations with respect to U.S. employees or independent contractors); (iii) Contracts any Contract for the purchase, acquisition or sale of materials, goods, services, equipment or other assets providing for annual payments made by or to the Sellers or the Business of $25,000 or more; (iv) any Contract for the sale of any of the assets or properties of the Company Sellers (other than sale of inventory in the Ordinary Course of Business Business) or for the grant to any Person of any preferential rights to purchase any such assets or properties, in each case, other than in the Ordinary Course of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary informationBusiness; (v) Contracts containing covenants of the Company not to compete in each limited liability company agreement, partnership agreement, joint venture agreement, strategic alliances, collaboration and other similar Contract (however named) that involves sharing profits or losses by any line of business or Seller with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employmentPerson; (vi) Contracts any Contract relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company Sellers of any operating business or material assets or the capital stock of any other Person; (vii) Contracts any Contract providing for or relating to any fees and expenses of any brokers or the incurrence, assumption assumption, guarantee or guarantee payoff of any Indebtedness indebtedness or imposing a Lien (other than a Permitted Lien) on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementsPurchased Assets; (viii) each purchase Contract giving rise Contracts relating to Liabilities any indebtedness (including Contracts that are a indenture, guaranty, loan or credit agreement, security agreement or which otherwise create or grant any Lien on any assets of the Company in excess of $25,000Sellers (other than Permitted Liens)); (ix) each any Contract providing that (A) provides for payments by a total compensation opportunity or fee equal to or exceeding $100,000 relating to U.S. employment, U.S. employee compensation (including salary or bonus), severance or consulting, with any U.S. officers, directors, U.S. employees, individual independent contractors or individual consultants (other than offer letters which do not provide for severance obligations) of the Company in excess Business, including any that would become payable as a result of $25,000 in the consummation of the transactions contemplated hereby, or (B) restricts the ability to terminate the employment of any fiscal year such Person or $50,000 in the aggregate during the term thereofsuch agreement at any time for any lawful reason or for no reason without liability or severance obligation; (x) all Contracts obligating the Company to provide any collective bargaining agreement or obtain products Contract with any labor union, works council, labor organization, group of U.S. employees or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputsany collective bargaining representative; (xi) any Contract providing for the annual sourcing of materials, goods, services, equipment or other assets of $10,000 or more, or providing any of the Sellers with exclusivity as to the sourcing of materials, goods, services, equipment or other assets; (xii) any Contract for capital expenditures or the acquisition or construction of fixed assets; (xiii) any Contract with a Key Vendor; (xiv) any Contract with a Key Customer; (xv) any settlement Contract arising out of any Action asserted by any Person (including any Governmental Body) which contains ongoing obligations (including payment obligations) or restrictions beyond the Closing Date; (xvi) any sales agency, sales representation, reseller, distributorship, dealer, broker, franchise or similar Contract (other than Contracts with end user pricing terms under which products are not sold by the Company has made advances Sellers or loans the Business directly to the end user); (xvii) any Government Contract (other Personthan Contracts with end user pricing terms under which products are not sold by the Sellers or the Business directly to the end user); (xviii) any Contract with (A) a “key man” provision, except advances requirement or similar provision or that otherwise provides a Person with any rights in the event that a particular Person ceases to Employees provide services under such Contract or remain employed or engaged by the Business, (B) a most favored nation, favored customer, price restriction or similar provision; (C) an exclusivity obligation, or (D) non-competition, non-solicitation, no hire or similar provisions; (xix) any Contract which contains any fixed or indexed pricing or provisions regarding minimum volumes or minimum or fixed purchase requirements, volume discounts or rebates; (xx) any (A) Inbound IP License other than licenses granted by any third Person to the Sellers for open source Software or off-the-shelf Software commercially available on standard, non-negotiated terms for a one-time or annual fee (whichever is higher) of no more than $10,000 and (B) Outbound IP Licenses other than non-exclusive licenses of Intellectual Property granted by the Company Sellers to customers in the Ordinary Course of Business; (xiixxi) Contracts any Contract providing for severancethe invention, retentioncreation, change in control conception or other similar paymentsdevelopment of any material Intellectual Property (A) by the Sellers for any third Person, (B) by any third Person for the Sellers (other than any contracts with the Sellers’ U.S. employees relating to Intellectual Property) or (C) jointly by any Seller and any third Person; (xiiixxii) Contracts any Contract providing for the employment assignment or transfer of any individual on a full-time, part-time ownership interest in any material Intellectual Property by (A) the Sellers to any third Person or consulting or (B) any third Person to the Sellers (other basis providing annual compensation in excess than any contracts with U.S. employees of $50,000the Business relating to Intellectual Property); (xivxxiii) management Contracts and Contracts with independent contractors any Contract that requires the Sellers to indemnify any Person (excluding indemnities contained in agreements for the purchase, sale or consultants (license of products or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless services entered into in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviiixxiv) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”)Contract relating to any pending acquisition of real property; and (xxxxv) Contracts that are otherwise material to the Companyany Contract among any Seller and any of its Affiliates or Related Persons. (b) With respect to each Government Contract, since the Reference Date, the Sellers and the Business have not: (i) materially breached or materially violated any Law, clause, provision or requirement pertaining to such Government Contract; (ii) been debarred or suspended from bidding on Government Contracts by a Governmental Body, or declared nonresponsible or ineligible for, government procurement pursuant to 48 C.F.R. Subpart 9.4, or any comparable state or local Laws and, to the Knowledge of Seller, no facts or circumstances exist that could reasonably be expected to give rise to debarment, suspension, or a declaration that the Sellers or the Business are ineligible for government procurement; (iii) received any adverse findings in audits or investigations by any Governmental Body with respect to any Government Contract that remain unresolved; (iv) received any material written notice of breach, cure, show cause or default from any Governmental Body with respect to such Government Contract; (v) had such Government Contract terminated by any Governmental Body for default or failure to perform; or (vi) made any disclosure with respect to any material irregularity, misstatement or omission involving a Government Contract. All representations, certifications required under each Government Contract and statements executed and submitted by the Sellers or the Business in connection with Government Contracts were correct in all material respects as of their respective effective dates. The Sellers are not the subject of any pending claim pursuant to the False Claims Act (31 U.S.C. §§ 3729 et seq.) or any comparable state or local Laws and, to the Knowledge of Seller, no facts or circumstances exist that could reasonably be expected to give rise to a claim under the False Claims Act or any comparable state or local Laws against Sellers or the Business. Each Seller and its officers, directors, employees and agents have complied in all material respects with applicable procurement Laws governing the awarding and performance of Government Contracts. To the Knowledge of Seller, neither the Sellers nor any of their respective directors, officers, agents or employees have had access to confidential or non-public information in connection with Government Contracts to which they were not lawfully entitled. (c) Subject to the Bankruptcy Court approval, entry of the Bidding Procedures Order and Sale Order and assumption by the Sellers and assignment to Purchaser of the Purchased Contracts and Assumed Leases in accordance with applicable Law (including satisfaction of any Cure Amounts pursuant to Section 2.7 hereof) and except as set forth in Section 5.16(c) of the Disclosure Schedule, (i) the applicable Seller has in all material respects performed all obligations required to be performed by it and have not received any written or, to the Knowledge of Seller, verbal notice of any default or event that (with due notice or lapse of time or both) would constitute a default by the Sellers under any Material Contracts Contract, (ii) each Material Contract is in full force and effect and is the a legal, valid and binding obligation of the Company, Sellers and of the other 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 Company Disclosure Schedule 4.13(b), continue is in full force and effect (except to the extent subject to, and limited by, applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and general equitable principles), (iii) to the Knowledge of Seller, no other party to any Material Contract is (with or without penalty the lapse of time or other adverse consequence. The Company is not the giving of notice, or both) in material breach of or in material default under any Material Contract, nor(iv) no party to any Material Contract has exercised or, to the Knowledge of the CompanySeller, is threatened to exercise any other termination rights with respect to any such Material Contract, (v) no party to any Material Contract has threatened in breach of or default thereunder, and, writing to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or adversely modify any other party thereunder. Notwithstanding the generality of the foregoingMaterial Contract, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, and (vi) no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts Contract has exercised any termination rights with respect thereto, and no provided notice that such party has given notice of any significant dispute with respect does not intend to renew any Material Contract. The Company hasSubject to the Bankruptcy Court approval, entry of the Bidding Procedures Order and Sale Order and assumption by the Sellers and assignment to Purchaser of the Purchased Contracts and Assumed Leases in accordance with applicable Law (including satisfaction of any Cure Amounts pursuant to Section 2.7 hereof), the Sellers will transfer to Purchaser at the Closing, good and valid title to the Material Contracts which are Purchased Contracts, free and clear of all Liens other than Permitted ExceptionsLiens. The Company has delivered Sellers have made available to Purchaser true, correct and complete copies of all each of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Section 3.11(a)-1 of the Company Disclosure Schedule 4.13(a) sets forthLetter identifies, by reference to as of the applicable subsection date of this Section 4.13(a)Agreement, all each of the following Contracts to which the Company is a party or by which it or its assets or properties are bound (collectively, the “Material Contracts”):: (i) Contracts with any current Company Contract relating to the development, sale or former officer, director, member disposition of any Owned Real Property or Affiliate of the CompanyDevelopment Real Property; (ii) Contracts with any labor union Company Contract: (A) involving a material joint venture, strategic alliance, partnership or association representing sharing of profits or revenue; or (B) for any Employee capital expenditure over the remaining life of such Company Contract in excess of $3,000,000 that is not included in the Company’s capital expenditure budget set forth in Section 3.11(a)-1(iv) of the CompanyCompany Disclosure Letter; (iii) Contracts for any Company Contract entered into since January 1, 2018, relating to the sale acquisition, transfer, sale, development (including joint development) or joint ownership of any of the assets of the material Company IP (other than in assignments of Intellectual Property to the Ordinary Course of Business Acquired Companies from their employees or for the grant to any Person of any preferential rights to purchase any of its assetscontractors on standard forms used by such Acquired Companies); (iv) Contracts any Company Contract entered into at any time since January 1, 2020: (A) relating to the disposition or acquisition by any Acquired Company of any business, product line or other assets outside the ordinary course of business (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) for joint ventures, strategic alliances, partnershipsconsideration in excess of $15,000,000 individually or $30,000,000 in the aggregate for all such Company Contracts; or (B) pursuant to which any Acquired Company will acquire any interest, or sharing will make an investment, other than short term investments including but not limited to money market funds, bank deposits, commercial paper and other money market instruments as disclosed in the Company Balance Sheet or the notes thereto, or incurred in the ordinary course consistent with past practice since the date of profits or proprietary informationthe Company Balance Sheet, for consideration in excess of $15,000,000 in any other Person, other than another Acquired Company; (v) Contracts containing covenants any Company Contract relating to the disposition or acquisition by any Acquired Company of any business, product line or other material assets of the Acquired Company or another Entity outside the ordinary course of business (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) with continuing material indemnification obligations of any Acquired Company, or any material remaining “earn out” or other contingent payment or consideration of any Acquired Company that has not been substantially satisfied prior to compete the date of this Agreement; (vi) any Company Contract containing any “standstill” or similar provisions that limit or restrict; (A) the ability of a Person to acquire any securities or assets of an Acquired Company or (B) the ability of an Acquired Company to acquire any securities or assets of a Person that is not an Acquired Company; (vii) any Company Contract that by its terms materially limits the ability of any Acquired Company (or, by its terms, following the Closing would limit the ability of Parent or any of its Subsidiaries of Parent (other than the Acquired Companies)): (A) to engage in any line of business or with compete with, or provide any Person in any geographical area product or not to solicit or hire any Person with respect to employment or covenants of service to, any other Person not to compete with the Company in any line of business or in any geographical area geographic area; (B) to acquire any product or not other asset or any service from any Person, sell any product or other asset to solicit or hire perform any Person with respect to employment; (vi) Contracts relating to the acquisition (by mergerservice for any other Person, purchase of stock or assets or otherwise) by the Company of any operating transact business or material assets deal in any other manner with any other Person; or the capital stock of (C) to develop, sell, supply, distribute, offer, support or service any product or other asset or license any Intellectual Property Right to or for any other Person; (viiviii) Contracts relating any Company Contract that by its terms: (A) grants exclusive rights to the incurrencemarket, assumption sell or guarantee deliver any material product or service of any Indebtedness Acquired Company; (B) contains any “most favored nation” or imposing similar provision in favor of the counterparty for a Lien on material product or service of any Acquired Company; (C) contains a right of first refusal, first offer or first negotiation or any similar right with respect to a material asset owned by an Acquired Company; or (D) provides for a “sole source” or similar relationship or contains any provision that requires the purchase of all or a material portion of an Acquired Company’s requirements from any third party; or any Company Contract that, by its terms, following the Closing would grant, contain or provide, or purport to grant, contain or provide, any of the assets foregoing rights in respect of the Company, including indentures, guarantees, loan Parent or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition any Subsidiary of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; Parent (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000other than those Subsidiaries constituting Acquired Companies); (ix) each Contract providing for payments by or to the Company any Bid in excess of $25,000 30,000,000 submitted by an Acquired Company that, if awarded to the Acquired Company, would result or be expected to result, in a Company Contract contemplated by any fiscal year or $50,000 in of the aggregate during the term thereofforegoing clauses (i) through (x); (x) all Contracts obligating any Company Contract that involves or includes, as the case may be: (A) a fixed price development work with a completion criteria in excess of $5,000,000 over the remaining life of such Company Contract; or (B) as of September 30, 2022, an anticipated loss for the remaining life of the Company to provide or obtain products or services for a period Contract determined in accordance with GAAP in excess of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs$5,000,000; (xi) any settlement, conciliation or similar Company Contract arising out of a Legal Proceeding or threatened Legal Proceeding: (A) that materially restricts or imposes any material obligation on any Acquired Company or materially disrupts the business of any of the Acquired Companies as currently conducted; or (B) that would require any of the Acquired Companies to pay consideration valued at more than $10,000,000 in the aggregate following the date of this Agreement; and (xii) any other Company Contract (other than any other Material Contract), if a termination of such Company Contract, individually or in the aggregate, constitutes a Company Material Adverse Effect. For purposes of this Agreement (except as otherwise set forth in this Agreement), Company Contracts under which of the type required to be set forth in Section 3.9(a)-2, Section 3.10(a)(ii)-(iii), Section 3.11(a)-1, Section 3.14(b), Section 3.18(d) and Section 3.20(a) of the Company Disclosure Letter and any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act), in each case as of the date of this Agreement shall be deemed to constitute a “Material Contract.” Except as set forth on Section 3.11(a)-2 of the Company Disclosure Letter, the Company has made advances or loans available to any other Person, except advances to Employees Parent an accurate and complete copy of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Companyeach Material Contract. (b) Each of Except as does not, individually or in the aggregate, constitute a Company Material Contracts Adverse Effect, each Company Contract that constitutes a Material Contract is in full force and effect and is the legalvalid, valid binding and binding obligation of the Company, and of the other parties thereto, enforceable against each of them in accordance with its terms andagainst each Acquired Company which is a party thereto, upon consummation subject to the Enforceability Exceptions and assuming the validity, binding nature and enforceability against the counterparty or counterparties thereto. None of the transactions contemplated by this Agreement, shall, except as otherwise stated in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunderAcquired Companies, and, to the Knowledge of the Company, no event other Person, has occurred that with the lapse of time violated or the giving of notice breached, or both would constitute a material committed any default under, any Material Contract, where such violation, breach or default by default, individually or in the aggregate, constitutes a Company or any other party thereunderMaterial Adverse Effect. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to To the Knowledge of the Company, no event has occurred occurred, and no circumstance or condition exists, that (with the or without notice or lapse of time or the giving of notice or both time) reasonably would constitute be expected to: (i) result in a material default, violation or breach or default by the Company or any other party thereunder. No party to of any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice provisions of any significant dispute with respect Material Contract; (ii) give any Person the right to declare a material default or exercise any remedy under any Material Contract; (iii) give any Person the right to receive or require a penalty under any Material Contract; (iv) give any Person the right to accelerate the maturity or performance of any Material Contract (or any material obligation thereunder); or (v) give any Person the right to cancel, terminate or modify any Material Contract. The Company hasSince January 1, and will transfer to Purchaser at 2020, none of the ClosingAcquired Companies has received any written notice or, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all Knowledge of the Company, other communication regarding an actual or alleged material breach by an Acquired Company of, or default by an Acquired Company under, any Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by NewcoContract. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a3.8(a) sets forthforth a list, by reference to as of the applicable subsection date of this Section 4.13(a)Agreement, all of each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by and which it or its assets or properties are bound (collectively, the “Material Contracts”):remain in effect: (i) Contracts with any current or former officer, director, member or Affiliate material to the conduct and operations of the Companyits business and its properties; (ii) Contracts with any labor union containing covenants not to (or association representing any Employee of otherwise restricting or limiting the Company; (iii’s ability to) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or (including any covenant not to compete with respect to the manufacture, marketing, distribution or sale of any product or product line), solicit any customer of any Person, solicit or hire any Person with respect to employment 18 employee, consultant or covenants independent contractor of any Person or transact business or deal in any other Person not manner with any other Person; (iii) Contracts involving a joint venture, strategic alliance, partnership, or limited liability company relationship; (iv) Contracts governing or relate to compete with Indebtedness, including guarantees for money borrowed by others; (v) Contracts obligating the Company in or any line of business its Subsidiaries to develop any product or in any geographical area or not to solicit or hire any Person with respect to employmenttechnology; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company disposition of any operating business or material assets or the capital stock of any other Personentered into since January 1, 2010; (vii) Contracts relating to any rights or obligations to undertake the incurrence, assumption development or guarantee commercialization of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementspharmaceutical product; (viii) each purchase Contract giving rise to Liabilities of the Company extent not otherwise set forth on Schedule 3.8(a), Contracts relating to Aradigm Technology (as defined in excess of $25,000;the Ciprofloxacin License Agreement) or any related products or product candidates; or (ix) each Contract providing for payments by or to Contracts involving the Company in excess payment of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control royalties or other similar payments; (xiii) Contracts for amounts calculated upon the employment revenues or income of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, its Subsidiaries or income or revenues related to the Knowledge any product or Intellectual Property of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newcoits Subsidiaries. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Except for Contracts listed on Schedule 4.13(a) sets forth4.8, by reference to the applicable subsection of this Section 4.13(a), all of the following Contracts there is no Contract to which the a North American Company is a party or by Party which it or its assets or properties are bound (collectively, the “Material Contracts”):is: (i) Contracts a Contract with any current labor union or former officer, director, member or Affiliate of the Companyassociation; (ii) Contracts with any labor union a note, loan, credit agreement or association representing any Employee other Contract relating to the borrowing of money (including derivative or hedging instruments) by a North American Company or to the direct or indirect guarantee or assumption by a North American Company of the Companyobligation of any other Person of more than $50,000; (iii) Contracts a Contract involving future payment for goods or services by a North American Company of more than $50,000 annually; (iv) a Contract involving the obligation of a North American Company to deliver in the future goods or services for payment of more than $50,000 annually; (v) a Contract evidencing any Lien on any of the assets owned by a North American Company, other than the Permitted Liens; (vi) an executory Contract for the sale of any of the assets of the owned by a North American Company other than Inventory in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assetsthe assets owned by a North American Company other than Inventory in the Ordinary Course of Business; (ivvii) Contracts for joint ventures, strategic alliances, partnerships, a Contract relating to a licensing arrangement or sharing of profits or proprietary informationinformation involving a North American Company outside of the Ordinary Course of Business; (vviii) Contracts a Contract containing covenants of the a North American Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the any North American Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (viix) Contracts a Contract relating to the acquisition (by merger, purchase of stock Equity Securities or assets or otherwise) by the a North American Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale excluding goods and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company acquired in the Ordinary Course of Business) of any other Person or of another Person’s operating business or material assets; (xiix) Contracts providing for severance, retention, change in control a Contract relating to the sale or other similar payments; (xiii) Contracts for divestiture within the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one five year from period prior to the date hereof unless in the Ordinary Course of Business;any Affiliate or subsidiary of a North American Company (by dissolution, merger, sale of stock or all or substantially all assets or otherwise); or (xviixi) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the CompanyTax sharing agreement. (b) Each Except as set forth on Schedule 4.8, each Contract (i) constitutes a valid and binding obligation of the Material Contracts North American Company thereto, (ii) is in full force and effect and (iii) is not terminable by the legal, valid and binding obligation other party thereto by reason of the Company, and of the other parties thereto, enforceable against each of them in accordance with its terms and, upon consummation of the transactions transaction contemplated by this Agreement. Neither a North American Company, shallnor to Sellers’ Knowledge, except as otherwise stated any third party, is in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a4.14(a) sets forth, by reference to the applicable subsection of this Section 4.13(a4.14(a), all of the following outstanding Contracts to which the Company or any of the Subsidiaries is a party or by which it any of them or its their respective assets or of properties are bound (collectively, the “Material Contracts”): (i) Contracts with any Seller or Affiliate thereof or any current or former officer, director, member equityholder, member, shareholder or Affiliate of the CompanyCompany or any of the Subsidiaries; (ii) Contracts with any labor union or association representing any Employee employee of the CompanyCompany or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person person with respect to employment or covenants of any other Person not to compete with the Company or any of the Subsidiaries in any line of business or in any geographical area or not to solicit or hire any Person person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock equity interests or shares or assets or otherwise) by the Company or any of the Subsidiaries of any operating business or material assets or the share capital stock or other equity interests of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the CompanyCompany or any Subsidiary, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract Contracts or commitments giving rise to Liabilities of the Company or any of the Subsidiaries in excess of $25,000RMB500,000; (ix) each Contract all Contracts providing for payments by or to the Company or any of the Subsidiaries in excess of $25,000 RMB250,000 in any fiscal year or $50,000 RMB1,000,000 in the aggregate during the term thereof; (x) all Contracts in excess of RMB 100,000 obligating the Company or any of the Subsidiaries to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000RMB200,000; (xiv) material management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without severance, penalty or further payment and without more than thirty (30) 30 days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the CompanyCompany or any of the Subsidiaries; (xvi) Contracts (or group of related contractsContracts) which involve the expenditure of more than $25,000 RMB250,000 annually or $100,000 RMB500,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Companyaggregate. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the CompanyCompany or any Subsidiary which is party thereto, and of the other parties thereto, 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 Company Disclosure Schedule 4.13(b4.14(b), continue in full force and effect without penalty or other adverse consequence. The Neither the Company nor any Subsidiary is not in material default under any Material Contract, nor, to the Knowledge of the CompanyCompany or the Sellers, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company Subsidiary or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser Buyer true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure 2.13.1. Schedule 4.13(a) 2.13 sets forth, by reference to the applicable subsection of this Section 4.13(a), forth all of the following Contracts written or oral contracts, agreements or understandings to which the Company is a party or by which it or its assets or properties are is bound (collectively, the “Material Contracts”): ), including any: - Consulting, employment, or medical director agreements (i) including agreements by employees, consultants or medical directors with respect to confidentiality, severance, non-competition and/or nonsolicitation); - Contracts with any current physicians or former officer, director, member or Affiliate of other Persons who refer patients to the Company; (ii) ; - Contracts with any labor union or association representing any Employee of relating to leasing the Company; (iii) Contracts for the sale 's facilities to or otherwise providing imaging services on behalf of any of other person; - Contracts relating to payments to the assets Company for health care services by any third-party payer, including commercial payers, Medicare, Medicaid, Tri-Care, or other governmental payers; - Covenants of the Company (or its employees or independent contractors) not to compete or solicit or other than in covenant restricting the Ordinary Course development, marketing or distribution and delivery of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants products and services of the Company not to compete or the engagement in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) activity; - Contracts under which the Company has made advances borrowed any money from, established a line of credit with, or loans issued any note, bond, debenture or other evidence of indebtedness to, any Person or any other note, bond, debenture or other evidence of indebtedness issued to any other Personperson; - Contracts under which (a) any Person has directly or indirectly guaranteed indebtedness, except advances to Employees liabilities or obligations of the Company, or (b) the Company in the Ordinary Course has directly or indirectly guaranteed indebtedness, liabilities or obligations of Business; (xii) any Person; - Contracts for any joint venture, partnership, investment or similar arrangement; - Contracts providing for severanceindemnification, retentionor any power of attorney; - Contracts (including a purchase order) involving payment by the Company of more than $50,000, change in control or other similar payments; extending for a term of more than 180 days from the date of this Agreement (xiii) unless terminable without payment or penalty upon no more than 60 days’ notice); - Contracts with any governmental entity; - Contracts providing for the employment services of any individual on a full-timedealer, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (distributor, sales representative, franchisee or similar arrangements) representative; - Any other contract to which the Company is a party or by or to which the Company or any of its property or assets or business is bound or subject to that has an aggregate future liability to any Person in excess of $50,000 that are and is not cancelable without penalty or further payment and without terminable by the Company by notice of not more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty60 days without payment or penalty; - Any leases, surety other than those listed in Schedule 2.9.1; - Any franchise agreement, license agreement or indemnification, direct any similar contract; or indirect, - Any contract other than as set forth above to which the Company is a party or by which the Company; (xvi) Contracts ('s property or group of related contracts) which involve the expenditure of more than $25,000 annually assets or $100,000 in the aggregate business is bound or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating subject to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise is material to the Company. (b) Each of the 2.13.2. All Material Contracts is are valid, binding and in full force and effect and is are enforceable by the legal, valid and binding obligation of the Company, and of the other parties thereto, enforceable against each of them Company in accordance with its terms and, upon consummation of the transactions contemplated by this Agreement, shall, except as otherwise stated in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequencetheir respective terms. The Company has performed all obligations required to be performed by it to date under all Material Contracts, and the Company is not in material default under any Material Contract(with or without the lapse of time or the giving of notice, nor, to the Knowledge of the Company, is any other party to any Material Contract or both) in breach of or default thereunder, and, to the Knowledge best knowledge of the Company, no event has occurred that other party to any Material Contract is (with or without the lapse of time or the giving of notice notice, or both would constitute a material both) in breach or default by the Company or in any other party material respect thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered not received any written notice of the intention of any party to Purchaser trueterminate any Material Contract, nor does the Company have knowledge of any basis for such a termination. Complete and correct and complete copies of all of the Material Contracts, together with all amendmentsmodifications and amendments thereto, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related have been delivered to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by NewcoPurchaser. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Section 2.12(a) of the Seller Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), all of lists the following Contracts notes, leases, licenses, contracts and agreements ("Company Contracts") to which the Company or any subsidiary, as of the date of this Agreement, is a party or by which it or its assets or properties are bound (collectively, the “Material Contracts”):is bound: (i) Contracts with each mortgage, indenture, note, installment obligation or other instrument, contract, agreement or arrangement relating to the borrowing of money by the Company or any current or former officer, director, member or Affiliate of the Companyits subsidiaries in an amount exceeding $10 million; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the CompanyCompany or any subsidiary of any obligation for borrowed money (A) in an amount exceeding $10 million of any person or entity or (B) in any amount of Seller or any subsidiary of Seller (other than the Company and its subsidiaries), in either case, excluding endorsements made for collection in the ordinary course of business; (xviiii) Contracts any obligation to sell or to register the sale of any of the shares of capital stock or other securities of the Company or any of its subsidiaries; (iv) any obligation to make payments, contingent or group otherwise, arising out of related contractsthe prior acquisition or disposition of a business; (v) each collective bargaining or union contract; (vi) each contract for the purchase of capital equip- ment, materials or supplies, other than any contract which involve is termina- ble without material penalty on 60 or fewer days' notice or involves the expenditure receipt or payment of more less than $25,000 annually 500,000 per year; (vii) each contract for the acquisition or $100,000 disposition of material assets, other than in the aggregate ordinary course of business; (viii) each contract relating to the leasing of or require performance other arrangement for use of material real or personal property; (ix) each contract with any manufacturer of pharmaceuticals involving the annual payment by the manufacturer of at least $1 million; (x) each of the top 50 contracts measured by membership (as calculated in accordance with industry practices) with any party more insurance company, health maintenance organization or other cus- tomer; (xi) each contract between the Company or its subsid- iaries, on the one hand, and the Seller and its subsidiaries (other than the Company or its subsidiaries) on the other hand; (xii) any employment agreement with any director, officer or employee of the Company or its subsidiaries; (xiii) any contract with a term in excess of one year from the date hereof unless which is not otherwise terminable upon 60 days advance notice without cause and without financial penalty and which involves the payment or receipt of an amount (in the Ordinary Course one or a series of Business; (xviitransactions) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee in excess of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”)1 million per year; and (xxxiv) Contracts that are otherwise material to the Companyany limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement. (b) Each Except as has not had or would not have a Company Material Adverse Effect, (x) neither the Company nor any subsidiary is (and to the knowledge of the Material Contracts is in full force and effect and is the legalSeller, valid and binding obligation as of the Company, and date of the other 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 no other party is) in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty breach or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, Company Contracts and no event has occurred that under the Company Contracts which would constitute (with the or without due notice or lapse of time or the giving of notice or both would constitute both) a material breach or default by the Company or any of its subsidiaries or, to the knowledge of the Seller, by any other party thereunder. Notwithstanding thereto (or give rise to any right of termination, cancellation, modification or acceleration against the generality Company or any of its subsidiaries, or, to the knowledge of the foregoingSeller, any other party thereto) under the Company Contracts and (y) each Company Contract is a valid and binding obligation of the Company or its subsidiary and, to the knowledge of the Seller, as of the date of this Agreement, the other party thereto, enforceable against such persons in accordance with its terms, subject to limitations imposed by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and general equitable principles. (c) From January 1, 2000 through the date of this Agreement, no customer of the Company which individually accounted for 500,000 or more members (determined on a basis consistent with past practices of the Business) during the year ended December 31, 1999 or at any time since January 1, 2000, has cancelled or otherwise terminated its business relationships with the Company or its subsidiaries. As of the date of this Agreement, (i) none of the Seller, the Company is not in material default under the MOSA noror any of its subsidiaries has received written notice, or to the Knowledge knowledge of the CompanySeller, is other communication of any other party to the MOSA in actual or alleged breach of or default thereunderunder or threat- ened cancellation, andtermination or acceleration of such contracts, and (ii) to the Knowledge knowledge of the CompanySeller, no event has occurred or circumstances exist that with the lapse of time or the giving of notice or both would constitute a material breach or default by give the Company or any other party thereunder. No person party to such contracts the right to exercise any of the Material Contracts has exercised remedy under or to cancel or terminate any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newcocontract. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Section 4.14(a) of the Company Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), all lists each of the following Contracts (other than Company Benefit Plans and other than Contracts with respect to Leased Real Property) in effect as of the date of this Agreement to which the Company is a party party, by which it is or any of its assets are bound, or by which it any Affiliate of Company is bound with respect to any Company Product or its assets any research or properties are bound development relating thereto (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) Contracts with any current indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or former officer, director, member other evidence of Debt or Affiliate of the Companyagreement providing for Debt; (ii) Contracts with any labor union or association representing any Employee of Contract containing a covenant not to compete restricting the Company; (iii) Contracts for the sale of any of the assets ability of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical geographic area or not to solicit during any period of time; (iii) any Contract which creates a partnership or hire joint venture or similar arrangement; (iv) each Lease; (v) any Person with respect to employment stockholders, investors rights or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employmentsimilar Contracts; (vi) Contracts relating to the acquisition (by merger, purchase of stock any collective bargaining or assets other similar labor or otherwise) by the Company of any operating business or material assets or the capital stock of any other Personunion Contracts; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by retention payments, change of control payments, accelerated vesting or to the Company in excess of $25,000 in any fiscal year other payment or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans benefit to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control Person that may or other similar payments; (xiii) Contracts for the employment will become due as a result of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other parties thereto, enforceable against each of them in accordance with its terms and, upon consummation of the transactions contemplated by this Agreement; (viii) any independent contractor agreement, shallconsulting agreement or similar Contract with any current Service Provider that is not immediately terminable at will by the Company without notice, except as otherwise stated severance or other cost or liability; (ix) any Contract relating to the acquisition, transfer, use, development, sharing or license of any technology or any Intellectual Property, other than Standard Business Agreements; (x) any Contracts, other than Contracts made in connection with this Agreement and the Asset Transfer and Assumption Agreement, relating to (i) the disposition of the Business or any assets of the Company Disclosure Schedule 4.13(b(other than sales of inventory in the ordinary course of business), continue (ii) the purchase or sale or transfer of any outstanding Company Capital Stock, (iii) any merger, consolidation or business combination involving the Company, or (iv) restructuring or sale of the Company, its assets or the Business; (xi) any Contract that contains an option or grants any right of first refusal or right of first offer, right of first negotiation or similar right in full force and effect without penalty favor of a party other than the Company or that limits or purports to limit the ability of the Company to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses; (xii) any Contracts under which the Company has agreed to indemnify third parties (other than in the ordinary course of business) or which provide for earnouts or other adverse consequence. The contingent liabilities; (xiii) any Contract under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of the Company or (B) the Company has guaranteed liabilities or obligations of any other Person (in each case other than endorsements for the purposes of collection in the ordinary course of business consistent with past practice); (xiv) any Contract with any Related Person other than confidentiality agreements, employment agreements or consulting agreements entered into in the ordinary course of business consistent with past practice; (xv) any confidentiality agreements with parties other than employees other than agreements entered into with Service Providers in the ordinary course of business consistent with past practice; (xvi) any agreements which purport to bind Affiliates of the Company to any material obligation; (xvii) any Contract that results in any Person holding a power of attorney from the Company other than any such Contract entered into in the ordinary course of business; (xviii) Contracts (pursuant to which the Company or any other party thereto has continuing obligations) involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or income or revenues related to any Company Product; (xix) each joint development agreement, joint venture agreement, collaboration agreement or similar such Contract relating to Company Products or inventions of the Company included in the Company Intellectual Property; (xx) each Contract pursuant to which a third party manages or provides services in connection with clinical trials relating to any Company Product; (xxi) each Contract relating to Company Products (i) in which the Company has granted development rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any product or product candidate or (ii) in which the Company has agreed to purchase a minimum quantity of goods relating to any product or product candidate or has agreed to purchase goods relating to any product or product candidate exclusively from a certain party; (xxii) each Contract pursuant to which the Company obtains the Company Products or any components thereof and each Contract related to the manufacturing of the Company Products; (xxiii) any Contract explicitly requiring payments by the Company in excess of $100,000 in the current fiscal year; (xxiv) any Contract with a Governmental Authority; (xxv) any Contract explicitly providing for receipts by the Company in excess of $50,000 in the current fiscal year; (xxvi) all Contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of Company, or income or revenues related to any product of Company; (xxvii) any Contract: (1) relating to the employment of, or the performance of services by, any employee, contractor, or consultant of the Company or its Subsidiaries, other than any at-will employment or services agreement providing no severance or other-post-termination benefits (other than continuation coverage required by law) or standard agreements pertaining to confidentiality and invention assignment on the Company’s standard forms therefor (which standard forms have been made available to Purchaser); or (2) pursuant to which the Company or its Subsidiaries is or may become obligated to make any severance, termination or similar payment to any current or former employee, director of the Company, individual consultants, contractors; or (3) pursuant to which the Company is not or may become obligated to make any bonus or similar payment (other than payments constituting base salary) in material default under excess of $100,000 to any Material Contractcurrent or former employee, nordirector, individual consultants, or contractors; and (xxviii) all Contracts with Major Suppliers. (b) Neither the Company, nor to the Knowledge of the Company, is any other party to any Company Material Contract Contract, is in breach of or default thereunder, under any Company Material Contract in a way that materially adversely affects the rights of the Company and, to the Knowledge of the Company, no event has occurred that (with the or without notice or lapse of time time) will, or the giving of notice or both would constitute reasonably be expected to (i) result in a material violation, breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default penalty under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice material provisions of any significant dispute with respect Company Material Contract, (ii) give any Person the right to declare a default or exercise any remedy under any Company Material Contract, (iii) give any Person the right to accelerate the maturity or performance of any such Company Material Contract, or (iv) give any Person the right to cancel, terminate or modify any Company Material Contract. The Company hashas not received any written notice or claim of any breach or default from the counterparty to any Company Material Contract. Each Company Material Contract is in full force and effect and is valid, binding and will transfer to Purchaser at enforceable against the ClosingCompany in accordance with its terms, good and valid title subject to the Material Contracts, free and clear of all Liens other than Permitted Enforceability Exceptions. The Company has delivered to Purchaser true, correct True and complete copies of all of the each written Company Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated Contract have been made available to make any payments to Professional Service Providers related Purchaser prior to the Transaction, the wind down and liquidation date of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newcothis Agreement. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. Except as set out in Section (aw) of the Company Disclosure Schedule 4.13(aLetter (the “Material Contracts”), and the Leases, neither the Company nor Opco is a party to or bound by: (i) sets forthany Contract for the purchase or sale of materials, supplies, equipment or services, excluding Contracts between the Company (or its Subsidiaries) and Merchants: (i) involving, in the case of any such Contract, the payment by reference or to the applicable subsection Company or any of this Section 4.13(a)its Subsidiaries of more than $500,000 (Five Hundred Thousand Dollars) in aggregate (for any single Contract) in any 12-month period, all or (ii) which contains minimum purchase commitments or requirements or other terms that restrict or limit the business or activities of the following Contracts Company or any of its Subsidiaries; (ii) any promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging or swap arrangement and for greater certainty, includes the Refinanced Debt Documents; (iii) any Contract for capital expenditures in excess of $500,000 (Five Hundred Thousand Dollars) in the aggregate for any single Contract; (iv) any Contract pursuant to which the Company is a party lessor or by which it or its assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with any current or former officer, director, member or Affiliate of the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale lessee of any of the assets of the Company machinery, equipment, motor vehicles, office furniture, fixtures or other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary informationpersonal property; (v) Contracts containing covenants of the Company not to compete in any line of business or collective agreement with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employmentan Employee union; (vi) Contracts relating any Contract with a material vendor to the acquisition Business; (by mergervii) any Contract with an affiliate of the Company or any other Person with whom the Company does not deal at arm’s length within the meaning of the Tax Act; (viii) any agreement of guarantee, purchase of stock support, indemnification or assets assumption or any similar commitment with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) by the Company of any operating business or material assets or the capital stock indebtedness of any other Person; (viiix) Contracts any partnership, joint venture, or other similar Contract, any Contract involving a sharing of profits with any Person or any Contract relating to the incurrence, assumption acquisition or guarantee disposition of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreementsbusiness (whether by merger, sale and leaseback agreementsof shares, purchase money obligations incurred in connection with the acquisition sale of property, mortgages, pledge agreements, security agreements, assets or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereofotherwise); (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs;any Material Merchant Agreement; or (xi) any Contract material to the Business or any of the Assets or any Contract made outside of the ordinary course. True and complete copies of all Material Contracts under which have been made available to the Company has made advances or loans to any other Person, except advances to Employees Purchaser. Except as set out in Section (w) of the Company in the Ordinary Course of Business; (xii) Contracts providing for severanceDisclosure Letter, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the each Material Contracts Contract is in full force and effect effect, unamended and is the a legal, valid and binding obligation of the Company or a Subsidiary of the Company, and as the case may be, each Material Contract is enforceable against the Company or a Subsidiary of the other parties theretoCompany, enforceable against each of them as the case may be, in accordance with its terms andterms, upon consummation subject, in each case, to bankruptcy, insolvency, reorganization or other applicable Laws affecting the enforcement of the transactions contemplated rights of creditors; the Company or a Subsidiary of the Company, as the case may be, has performed, all obligations required to be performed by this Agreementit in all material respects and is not, shalland to the knowledge of the Company no other Person is, except as otherwise stated in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under or in material breach of any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, ; and no event has occurred that which is, or with the lapse passage of time or the giving of notice or both would constitute result in, a material default, breach or default event of non-compliance under any Material Contract by the Company or any other party thereunder. Notwithstanding the generality a Subsidiary of the foregoing, Company. Except as set out in Section (w) of the Company is not in material default under the MOSA norDisclosure Letter, there are no current or, to the Knowledge knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute pending negotiations with respect to any Material Contract. The Company hasthe renewal, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications repudiation or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations material amendment of any Person required to transfer the such Material Contracts.

Material Contracts. (a) 29 Except for this Agreement, or as set forth in Section 4.14 of the Company Disclosure Schedule 4.13(a) sets forthSchedule, by reference to the applicable subsection of this Section 4.13(a), all as of the following Contracts to which date hereof, neither the Company nor any Subsidiary of the Company is a party to any contract, arrangement, commitment or understanding currently in effect or by which it the Company or any of its Subsidiaries or any of their respective properties or assets or properties are bound (collectively, the “Material Contracts”): is bound: (i) Contracts with any current or former officer, director, member or Affiliate that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Company; Exchange Act), (ii) Contracts that is a customer Contract with any labor union or association representing any Employee of the Company; a Significant Customer, (iii) Contracts for that obligates the sale of Company or any of its Subsidiaries to make any future capital commitment or capital expenditure in excess of $2,000,000, (iv) containing a covenant limiting the assets ability of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants Subsidiary of the Company not to compete or engage in any line of business or to compete with any Person in any geographical area geographic area, or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with that prevents the Company or any of its Subsidiaries from entering any territory, market or field or freely engaging in business anywhere in the world, (v) with any Third Party containing any “non-solicitation,” “no-hire” or similar provision which restricts the Company or any of its Subsidiaries from soliciting, hiring, engaging, retaining, or employing any Person’s current or former employees in any line material respect, outside of the normal course of business or in any geographical area or not to solicit or hire any Person and consistent with respect to employment; past practice, (vi) Contracts relating to or evidencing Indebtedness or any guarantee for the acquisition (by merger, purchase benefit of stock or assets or otherwise) a Third Party of Indebtedness by the Company of or any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities Subsidiary of the Company in excess of $25,000; 1,000,000, (ixvii) each Contract providing for payments by or that is a license to Company Intellectual Property Assets other than non-exclusive licenses granted to customers in the ordinary course of business with an annualized value of less than $50,000, (viii) that is a license to the Company in excess of $25,000 in or any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees Subsidiaries of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property Assets of another Person (except excluding licenses pertaining to “for unmodified, commercially available, off-the-shelf” commercially available shelf Software used pursuant to shrink-wrap with a replacement cost or click-through license grants on reasonable terms for a annual license fee of no more less than $1,000250,000); , (xviiiix) incentivesthat is for any collaboration, grants joint development, a strategic alliance or other agreements from or with similar arrangement, (x) to which any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, ’s or its Subsidiaries’ directors or officers is a party (other than Company Employee Plans and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force any award agreements thereunder or employment agreements entered into between such individuals and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party ’s non-U.S. Subsidiaries in the ordinary course of business solely as to any Material Contract in breach of comply with Applicable Law or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.custom),

Material Contracts. (aSection 2.6(a) Company of the Equityholder Disclosure Schedule 4.13(a) Schedules sets forth, by reference to the applicable subsection forth a correct and complete list of this Section 4.13(a), all of the following Contracts to which the Company is a party or by which it or its assets or properties are bound (collectively, the “Material Contracts”): (a) Any: (i) Contract under which the Company sold or purchased (or agreed to sell or purchase) products or services pursuant to which the aggregate payments due to or from the Company, respectively, during the one (1) year period preceding the date of this Agreement was equal to or exceeded twenty-five thousand dollars ($25,000); (ii) sales or billing and invoices to prospects or customers under which the Company has not received a formal sales contract or purchase order for equipment, software and/or services that provides for payment of at least twenty-five thousand dollars ($25,000); or (iii) Contract providing for aggregate marketing expenses of at least twenty-five thousand dollars ($25,000), on a one-time or recurring basis; (b) any Contract for the employment of any employee of the Company (including severance, retention or related Contracts), which shall, for the avoidance of doubt, include offer letters and similar documents; (c) any Contract under which the Company has agreed to indemnify any third Person with respect to, or to otherwise share, the Liability of any third Person for Taxes; (d) any Contract (or group of related Contracts) involving a commitment by the Company to make a capital expenditure or leasehold improvement or series of capital expenditures or leasehold improvements or to purchase any capital asset(s) involved more than ten thousand dollars ($10,000) individually or fifty thousand dollars ($50,000) in the aggregate; (e) any Contract that contains a covenant not to compete that limits or will limit the Company from engaging in its business, as currently conducted or planned to be conducted, in any geographic market; (f) any Real Property Lease or Personal Property Lease; (g) any Contract establishing or agreeing to establish a partnership or joint venture; (h) any asset purchase agreements, stock purchase agreements, and other acquisition or divestiture agreements, including any Contracts relating to the sale, lease or disposal of any material properties or assets of the Company, for consideration in excess of one thousand dollars ($1,000); (i) any Contract relating to Indebtedness, other than trade payables to suppliers of the Company incurred in the ordinary course of business consistent with past practice; (j) any current Contract under which the Company has directly or former officer, director, member indirectly guaranteed any Liabilities of another Person; (k) any collective bargaining agreement; (l) any Contract with respect to the issuance of any equity or Affiliate debt securities of the Company; (iim) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts for the sale of any of the assets of the Company other than material Contract not made in the Ordinary Course ordinary course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”)business; and (xxn) any commitments or Contracts that are otherwise material to the Company. (b) Each enter into any of the foregoing. Except as set forth in Section 2.6(b) of the Equityholder Disclosure Schedules, each Material Contracts Contract is in full force and effect and is the legal, a legally valid and binding obligation of the Company, and of the other parties thereto, enforceable against each of them the Company in accordance with its terms and, upon consummation of the transactions contemplated by this Agreement, shall, except as otherwise stated in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunderterms, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute is a material breach or default by the Company or any other party thereunder. Notwithstanding the generality legally valid and binding obligation of the foregoingcounterparty thereto, enforceable against such counterparty in accordance with its terms, subject, in each such case, to the Equitable Exceptions, and is in full force and effect. Except as set forth in Section 2.6(c) of the Equityholder Disclosure Schedules: (i) the Company is not in material breach of, or default under the MOSA norunder, any Material Contract; and (ii) to the Knowledge of the Company’s Knowledge, no counterparty to any Material Contract is any other party to the MOSA in breach of thereof or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a4.14(a) sets forth, by reference to the applicable subsection of this Section 4.13(a4.14(a), all of the following Contracts to which the Company is and/or the Subsidiaries are a party or by which it the Company and/or the Subsidiaries or its their respective assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with Sellers, any of its respective Affiliates or any current or former officer, director, member or Affiliate of the CompanyRelated Person; (ii) Contracts with any labor union or association representing any Employee of the CompanyEmployee; (iii) Contracts for the sale of any of the assets of the Company or the Subsidiaries other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or sharing of profits or proprietary information; (v) The Significant IP Licenses; (vi) Significant Customer or Significant Supplier Contracts containing (A) covenants of the Company or the Subsidiaries not to compete in any line of business or with any Person in any line of business, industry or geographical area or not to solicit restricting the solicitation, engagement or hire hiring of any Person with respect to employment or otherwise restricting the operation of the Company or the Subsidiaries or (B) covenants of any other Person not to compete with the Company or the Subsidiaries in any line of business business, industry or in any geographical area or not to solicit restricting the solicitation, engagement or hire hiring of any Person with respect to employmentPerson; (vivii) Contracts relating to the acquisition or sale (by merger, purchase of stock equity or assets or otherwise) by the Company of any operating business or business, material assets or the capital stock of any other Person; (viiviii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the CompanyCompany or the Subsidiaries, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viiiix) each purchase Contract Contracts giving rise to Liabilities of the Company or the Subsidiaries in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof50,000; (x) all Contracts obligating the Company or the Subsidiaries to provide or obtain products or services for a period of one (1) year or more or requiring the Company or the Subsidiaries to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under (A) relating to the employment of, or the performance of services by, any Person, including any current Internal Employee or Former Internal Employee or Independent Contractor, since July 1, 2021, (B) pursuant to which the Company has made advances or loans the Subsidiaries are or may become obligated to make any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change of control, Transaction Expense, termination or similar payment to any current Internal Employee, Former Internal Employee, Independent Contractor or director, or (C) pursuant to which the Company or the Subsidiaries are or may become obligated to make any bonus, sales compensation, or similar payment (whether in control the form of cash, stock, or other similar paymentssecurities but excluding payments constituting base salary); (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xvxii) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the CompanyCompany or the Subsidiaries; (xvixiii) Contracts (or group of related contractsContracts) which involve the expenditure or receipt of more than $25,000 annually or $100,000 150,000 in the aggregate or require performance by any party more than one (1) year from the date hereof unless hereof; (xiv) Contracts with a Governmental Body; (xv) Contracts (A) imposing any confidentiality obligation on the Company or the Subsidiaries or on any other Person (other than routine nondisclosure agreements or routine confidentiality provisions contained in agreements entered into by the Company or the Subsidiaries in the Ordinary Course of Business), (B) containing “standstill” or similar provisions, or (C) providing any right of first negotiation, right of first refusal or similar right to any other Person; (xvi) Contracts related to any broker, distributor, dealer, manufacturer’s representative, franchise, agency (foreign or domestic), continuing sales or purchase, sales promotion, market research, marketing, consulting or advertising; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating containing a provision which provides exclusivity to any Intellectual Property (except licenses pertaining other Person, that any term of such Contract will be no less favorable to any other Person either individually or in the aggregate than similar provisions in any other Contract, or any other similar “off-the-shelfmost favored nation” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee “most favored customer” provision in favor of no more than $1,000)any other Person; (xviii) incentivesContracts containing an obligation to indemnify any current or former officer or director of the Company and the Subsidiaries or to indemnify any other Person in connection with the acquisition or sale (whether by means or merger, grants stock sale or other agreements from asset sale) of any Person, except for any such Contract that is no longer in effect and under which no claim has been made or with any Governmental Authoritythreatened; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants involving any Significant Customer or Significant Supplier; (“Professional Service Providers”)xx) settlement document or Contract with respect to any Legal Proceeding involving the Company or the Subsidiaries in the last four (4) years; and (xxxxi) Contracts that are otherwise material to the CompanyReal Property Leases. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the CompanyCompany and the Subsidiaries which is a party thereto, and of the other parties thereto, 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 Company Disclosure set forth on Schedule 4.13(b4.14(b), continue in full force and effect without penalty or other adverse consequenceconsequence following the Closing. The Company is and the Subsidiaries are not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, and no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a material breach or default by on the Company or any other party thereunder. Notwithstanding and the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company Subsidiaries or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser Subsidiaries have Made Available true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a5.12(a) sets forth, by reference to the applicable subsection of this Section 4.13(a5.12(a), all of the following material Contracts to which the Company Seller is a party or by which it any of them or its their respective assets or of properties are bound (collectively, the “Material Contracts”): (i) Contracts with any current or former officer, director, member stockholder or Affiliate of the CompanySeller; (ii) Contracts with any labor union or association representing any Employee of the CompanySeller; (iii) Contracts for the sale of any of the assets of the Company Seller other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company Seller not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company Seller in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company Seller of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the CompanySeller, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract Contracts giving rise to Liabilities of the Company Seller in excess of $25,00025,000.00; (ix) each Contract all Contracts providing for payments by or to the Company Seller in excess of $25,000 25,000.00 in any fiscal year or $50,000 50,000.00 in the aggregate during the term thereof; (x) all Contracts obligating the Company Seller to provide or obtain products or of services for a period of one year or more or requiring the Company Seller to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company Seller has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,00050,000.00; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) 30 days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company;Seller; and (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 25,000.00 annually or $100,000 50,000.00 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Companyhereof. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the CompanySeller, and of the other 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 Company Disclosure Schedule 4.13(b5.12(b), continue in full force and effect without penalty or other adverse consequence. The Company Seller is not not, to the Knowledge of Seller, in material default under any Material Contract, nor, to the Knowledge of the CompanySeller, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company Seller or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company Seller has, and will transfer to Purchaser at the Closing, to the extent assignable, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted ExceptionsLiens. The Company Seller has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing Seller shall not be, obligated to make any payments to Professional Service Providers related provide Purchaser copies of all the Material Contracts prior to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by NewcoClosing. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Except for agreements, contracts, plans, leases, arrangements or commitments disclosed in other Schedules to this Agreement or Schedule 4.13(a) sets forth4.11, by reference to the applicable subsection of this Section 4.13(a), all of the following Contracts to which the Company CSTM is not a party to or by which it or its assets or properties are bound (collectively, the “Material Contracts”):subject to: (i) Contracts with any current lease providing for unpaid annual rentals of $10,000 or former officer, director, member or Affiliate of the Companymore; (ii) Contracts with any labor union contract for the purchase of materials, supplies, goods, services, equipment or association representing any Employee other assets providing for unpaid annual payments by CSTM of the Company$10,000 or more; (iii) Contracts for any partnership, joint venture or other similar arrangement or agreement or any material license agreement under which CSTM is the sale of licensee, or any of the assets of the Company agency, distributor, dealer, franchise, sales representative or other than in the Ordinary Course of Business similar contract or for the grant to any Person of any preferential rights to purchase any of its assetscommitment; (iv) Contracts any loan or credit agreements or any instrument evidencing or related in any way to indebtedness incurred in the acquisition of any asset, business, company or other entity or indebtedness for joint venturesborrowed money by way of direct loan, strategic alliancessale of debt securities, partnershipspurchase money obligation, conditional sale, guarantee, or sharing otherwise, or agreement relating to the mortgaging, pledging or otherwise placing a lien on any assets of profits CSTM or proprietary informationany guaranty of indebtedness or performance of others by CSTM except for any of the foregoing relating to trade indebtedness incurred in the ordinary course of business or relating to other indebtedness incurred in the ordinary course of business in an amount not exceeding $5,000; (v) Contracts containing covenants any contract or other document that limits the freedom of the Company not CSTM to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employmentwhich would so limit the freedom of CSTM after the Closing Date; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Personguarantees; (vii) Contracts relating to the incurrenceany contract for personal services or employment (including without limitation contracts with directors, assumption officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or guarantee of any Indebtedness dealers) which is either material and in writing or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale not in writing and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementsterminable at will; (viii) each purchase Contract giving rise to Liabilities any agreement or arrangement providing for the sale of any of the Company assets, properties or rights of CSTM (other than in excess the ordinary course of $25,000;business) or for the grant of a preferential right to purchase any of CSTM's assets, properties or rights or which required the consent of any third party to the transfer and assignment of any of its assets, properties or rights; or (ix) each Contract providing for payments by any other agreements, contracts, leases, licenses or commitments to the Company in excess of $25,000 in which CSTM is a party (or under which CSTM may be obligated or which CSTM or any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements rights, properties or outputs; (xiassets may be subject or bound) Contracts under and which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise is material to the Companyfinancial condition, results of operations, business, property or prospects of CSTM or is not made in the ordinary course of business that is material to CSTM. (b) Each agreement, contract, plan, lease, arrangement and commitment disclosed in any schedule to this Agreement or required to be disclosed pursuant to Section 4.11(a) is a valid and binding agreement of the Material Contracts CSTM and is in full force and effect and is the legal, valid and binding obligation of the Companyeffect, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contractneither CSTM, nor, to the Knowledge knowledge of the CompanyCSTM, is any other party to thereto is in default in any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default respect under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice terms of any significant dispute with respect such agreement, contract, plan, lease, arrangement or commitment in any manner that could reasonably be expected to any have a Material Contract. The Company hasAdverse Effect, and will transfer to Purchaser at either individually or in the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newcoaggregate. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (aExcept as set forth on Schedule 4.3(v) Company Disclosure Schedule 4.13(a) sets forthhereto, by reference to the applicable subsection of this Section 4.13(a), all as of the following Contracts to which date hereof, neither the Company REIT nor any of its Subsidiaries is a party to or by which it or its assets or properties are bound (collectively, the “Material Contracts”):by: (i) Contracts with any current Contract for the purchase or former officer, director, member or Affiliate sale of the Companyreal property in excess of $50,000 that has not been previously terminated; (ii) Contracts with any labor union partnership, joint venture, franchise or association representing any Employee other similar Contract, .other than the agreements used in the creation of the CompanyREIT and its Subsidiaries; (iii) Contracts any Contract involving the sharing of revenue or profits or providing for payments based on revenue or profits, other than the sale of any Limited Partnership Agreement and the limited partnership agreements of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assetsREIT’s Subsidiaries; (iv) Contracts for joint ventures, strategic alliances, partnershipsany Contract or instrument that provides for, or sharing relates to, the incurrence by the REIT or any of profits or proprietary informationits Subsidiaries of any Indebtedness; (v) Contracts containing covenants any guarantee of the Company not to compete in any line obligations of business officers, trustees, directors, employees or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employmentothers; (vi) Contracts relating to any Contract that limits or restricts where the acquisition (by merger, purchase REIT or any of stock or assets or otherwise) by the Company of any operating its Subsidiaries may conduct business or material assets any Contract containing any covenant or provision prohibiting the capital stock REIT or any of its Subsidiaries from engaging in any other Personline or type of business; (vii) Contracts relating any Contract that provides a Person with the right or option to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on purchase any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreementsProperties; (viii) each purchase any Contract giving rise to Liabilities that provides for, or relates to, any non-competition arrangement with any Person, including any current or former officer or employee of the Company in excess REIT or any of $25,000its Subsidiaries; (ix) each any Contract providing for payments by or with any Governmental Authority (not including Contracts with respect to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereofmunicipal utilities); (x) all Contracts obligating any Contract pursuant to which the Company to provide REIT or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion any of its requirements Subsidiaries has any material continuing contractual obligation (A) for indemnification or outputsotherwise under any agreements relating to the sale of real estate, or any other business or material assets, previously owned, whether directly or indirectly, by the REIT or any of its Subsidiaries, or (B) to make payments on account of or arising out of prior acquisitions or sales of any of the Properties, in the case of each of clause (A) and (B), in excess of $50,000 in the aggregate; (xi) Contracts under which operating leases of tangible personal property requiring payment by the Company has made advances REIT or loans to any other Person, except advances to Employees of the Company its Subsidiaries in the Ordinary Course excess of Business$50,000 individually in any calendar year remaining in its term; (xii) Contracts providing for severance, retention, change in control or other similar paymentsthe management and/or operation of any Property; (xiii) Contracts for the employment of involving swaps, forwards, futures, options, caps, floors or collar financial contracts, or any individual on a fullother interest-time, part-time rate or consulting foreign currency hedge or other basis providing annual compensation in excess of $50,000;protection contract; or (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants labour union or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute labour organization with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all employees of the Material Contracts, together with all amendments, modifications REIT or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newcoits Subsidiaries. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a3.08(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), all lists each of the following Contracts to which the Company is a party and that are currently in effect (such Contracts, together with all Contracts listed or by which it or its assets or properties are bound (collectivelyotherwise disclosed in Schedule 3.09(b) and all Company IP Agreements set forth in Schedule 3.11(b), the being “Material Contracts”): (i) Contracts with any current or former officer, director, member or Affiliate of the Company; (ii) Contracts with any labor union or association representing any Employee of the Company; (iii) Contracts Contract for the sale of any of the assets of the Company other than in the Ordinary Course of Business engagement, as an employee or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint venturesindependent contractor, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time time, consulting or other basis; (ii) Contract relating to any severance, golden parachute, stay bonus, retention agreement or similar Contract with or for the benefit of any current or former officer, employee, independent contractor, or other Person engaged on a full-time, part-time, consulting or other basis providing annual compensation in excess requiring payments by the Company as a result of $50,000the Transaction; (xiviii) management Contracts and Contracts with independent contractors Contract under which the Company has advanced or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ noticeloaned money to any other Person; (xviv) outstanding Contracts Contract relating to Indebtedness or the mortgaging, pledging or otherwise placing an Encumbrance on any Asset; (v) Contract under which the Company is the lessor of, or permits any third Person to hold or operate, any of the Assets; (vi) Contract prohibiting or restricting the Company from freely engaging in any business or competing anywhere in the world or Contract for the Company’s benefit (other than employment agreements in which the Company is the employer) prohibiting or restricting any other Person from freely engaging in any business or competing anywhere in the world; (vii) Contract relating to any “lock-box” with any financial institution; (viii) guaranty, surety bond or indemnificationsimilar Contract made by Company for the benefit of another Person or made by another Person for the benefit of Company; (ix) capital lease; (x) Contract relating to any pending business acquisition or pending divestiture (including the disposition of a material portion of the Company’s Assets other than in the Ordinary Course of Business) or the acquisition of material assets, direct technology or indirectother properties of another Person or the grant to any Person of any options, rights of first refusal, exclusive negotiation or preferential or similar rights to purchase any of such assets, technology or properties by the Company; (xvixi) indemnification Contract entered into by the Company running to the benefit of any current or former employee, officer, director or manager of the Company; (xii) Active Contracts (relating to Company Intellectual Property for which the Company may reasonably be expected to pay or group of related contracts) which involve the expenditure of receive more than $25,000 annually or $100,000 50,000 during the term of the Contract (other than any Contract in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course respect of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to commercially available “off-the-shelf” commercially available Software used pursuant software licensed to shrink-wrap or click-through license grants on reasonable terms for a license fee the Company in the Ordinary Course of no more Business and with aggregate annual fees of less than $1,00050,000); (xiii) Contract with any Governmental Authority to which the Company is a party; (xiv) Contract to which the Company is a party that provides for any joint venture, partnership or similar arrangement by the Company; (xv) Contract relating to the settlement of any Action within the past six (6) years; (xvi) Contract between or among the Company on the one hand and Seller or any of its Affiliates on the other hand; (xvii) Contract with a Material Customer; (xviii) incentives, grants or other agreements from or Contract with any Governmental Authoritya Material Supplier; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); andContract involving a Company Employee Plan to which the Company is a party or has any obligation; (xx) Contracts that are otherwise material Contract, having a value of over $50,000 annually, involving the Company and not previously disclosed pursuant to the Companythis Section 3.08(a). (b) Each of Material Contract is valid and binding on the Material Contracts Company in accordance with its terms and is in full force and effect and is the legal, valid and binding obligation effect. None of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, noror, to the Knowledge of the Company, is any other party to any Material Contract thereto is in breach of or default thereunder, and, under (or is alleged to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA be in breach of or default thereunderunder) in any material respect, andor has provided or received any notice of any intention to terminate, to the Knowledge of the Company, no any Material Contract. No event or circumstance has occurred that that, with the notice or lapse of time or the giving of notice or both both, would constitute an event of default under any Material Contract or result in a material breach termination thereof or default by would cause or permit the Company acceleration or other changes of any other party right or obligation or the loss of any benefit thereunder. No party to any Complete and correct copies of the each Material Contracts has exercised any termination rights with respect theretoContract (including all modifications, amendments and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, supplements thereto and will transfer to Purchaser at the Closing, good and valid title waivers thereunder) have been made available to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by NewcoPurchaser. (c) Company Disclosure Schedule 4.13(c3.08(c) sets forth lists each guaranty of a complete and accurate list of all consents, waivers, approvals Seller or authorizations such Seller’s Affiliates made on behalf of any Company and other Person required with respect to transfer the Material ContractsClosing Indebtedness (collectively the “Seller Guaranties”).

Material Contracts. (a) Other than as set forth on Schedule 2.13, the Company Disclosure Schedule 4.13(a) sets forth, by reference is not a party to the applicable subsection of this Section 4.13(a), all any of the following Contracts contracts, agreements, or obligations (the "Material Contracts"): (i) any store, warehouse, office and other real property leases other than those referenced in Section 2.27 below; (ii) any broker, distributor, dealer, sales, agency, promotion, market research, marketing consulting or advertising contracts; (iii) any contracts for the purchase or sale of raw materials, commodities, goods, merchandise, supplies, other materials or personal property with any supplier or purchaser or for the furnishing of services to or by the Company or otherwise related to its business that provide for annual payments in excess of $10,000; (iv) any written, or to the Company's or Seller's knowledge, oral contracts of employment or employee compensation, any contracts with independent contractors or consultants, and any management contracts; (v) any contracts which contain warranties that survive final payment under the contract; (vi) any indentures, mortgages, notes, loan or credit agreements, assumption agreements, assignments of rents, or any other contract relating in any way to indebtedness for borrowed money, whether secured or unsecured, including but not limited to indebtedness by way of lease or installment purchase arrangement, guarantee, indemnity, keep-well or similar agreement, arrangement or undertaking on which others rely in extending credit, or otherwise, or any conditional sales contract, chattel and purchase money mortgage or other security arrangement with respect to any equipment, personal or other property of fixtures; (vii) any contracts between the Company and the Seller or any entity in which the Seller has a direct or indirect financial or ownership interest; (viii) any contracts with any Governmental Authority or any department, agency or division thereof, to which the Company is a party or (other than such contracts that are covered by which it or its assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with any current or former officer, director, member or Affiliate of the Companyrepresentation and warranty in Section 2.13(a)(iii)); (iiix) Contracts with any labor union contract or association representing any Employee commitment for capital expenditures or the acquisition of fixed assets providing for payments in excess of $10,000 singly and $25,000 in the Companyaggregate; (iiix) Contracts for any contract relating to the sale rental or use of equipment, other personal property or fixtures, involving payment of fixed or contingent annual rentals or sums in excess of $10,000; (xi) any of contract, order or decree that substantially limits the assets freedom of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit use or hire disclose any Person with respect to employment; (vi) Contracts relating to information in its possession, and which would so limit the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities freedom of the Company in excess of $25,000; (ix) each Contract providing for payments by or to after the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of BusinessClosing Date; (xii) Contracts providing for severance, retention, change any contract or commitment not made in control or other similar paymentsthe ordinary course of business; (xiii) Contracts for the employment of any individual on a full-timepartnership, part-time or consulting joint venture or other basis providing annual compensation in excess of $50,000similar contract arrangement or agreement; (xiv) management Contracts and Contracts with independent contractors any other contract (A) which is not cancelable on ninety (90) days' or consultants less notice without any penalty or other financial obligation or (or similar arrangementsB) in excess if not so cancelable involves annual aggregate payments of $50,000 that are not cancelable without penalty 10,000 or further payment and without more than thirty (30) days’ noticemore; (xv) outstanding Contracts any agreement with the owners of guaranty, surety or indemnification, direct or indirect, by the Company;Company preceding the Seller's ownership; or (xvi) Contracts any franchise, development, license, territorial and similar contracts and commitments of the Company (or group of related contracts"Franchise Documents") which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through the franchising of the business of the Company. In the granting of the franchises under the Franchise Documents, the Company has complied with all state and federal franchise, business opportunity and similar laws and regulations governing the franchise and license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the business of the Company. (b) Each The Seller has made available to Purchaser copies of each of the Material Contracts and any amendments thereto. Except as disclosed on Schedule 2.13(b), (i) the Company is not in default under or in breach of any of the terms, conditions or warranties, express or implied, any of the Material Contracts; (ii) no condition exists or has occurred which, with the giving of notice or the lapse of time, or both, would constitute a default, or breach by the Company or, to the knowledge of the Seller, any counterparty thereto of any of the terms, conditions or warranties, express or implied, of any of the Material Contracts; (iii) to the Company's and the Seller's knowledge, no counterparty to any Material Contract is in default or breach thereunder; (iv) assuming the due authorization, execution and delivery by the counterparties thereto, and the absence of default or breach by such counterparties, all Material Contracts are valid and binding legal obligations of the Company, in full force and effect and is the legal, valid and binding obligation of the Company, and of the other parties thereto, enforceable against each of them the Company in accordance with its terms andtheir terms, upon except that the enforceability of such contracts and agreements may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and (B) equitable principles which may limit the availability of certain equitable remedies (such as specific performance); and (v) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreementhereby, shall, except as otherwise stated in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that nor compliance with the lapse of time or terms and provisions hereof, will (x) require the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations consent of any Person required to transfer pursuant to, (y) require the payment of any fees or similar payments by or on behalf of the Company in respect of or (z) will result in the termination or impairment of, any such Material ContractsContract.

Material Contracts. (a) Company Disclosure Schedule 4.13(a4.14(a) sets forth, by reference to the applicable subsection of this Section 4.13(a4.14(a), all of the following Contracts to which the Company is and/or the Subsidiaries are a party or by which it the Company and/or the Subsidiaries or its their respective assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with Sellers, any of its respective Affiliates or any current or former officer, director, member or Affiliate of the CompanyRelated Person; (ii) Contracts with any labor union or association representing any Employee of the CompanyEmployee; (iii) Contracts for the sale of any of the material assets of the Company or the Subsidiaries other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or sharing of profits or proprietary information; (v) Intellectual Property Licenses, except Company’s standard end user license to the Proprietary Software and except licenses of commercial off-the-shelf Software available on reasonable terms for a license fee of no more than $20,000; (vi) Contracts containing (A) covenants of the Company or the Subsidiaries not to compete in any line of business or with any Person in any line of business, industry or geographical area or not to solicit restricting the solicitation, engagement or hire hiring of any Person with respect to employment or otherwise restricting the operation of the Company or the Subsidiaries or (B) covenants of any other Person not to compete with the Company or the Subsidiaries in any line of business business, industry or in any geographical area or not to solicit restricting the solicitation, engagement or hire hiring of any Person with respect to employment(other than, in the case of clause (B), employment Contracts); (vivii) Contracts relating to the acquisition (by merger, purchase of stock equity or assets or otherwise) by the Company of any operating business or business, material assets or the capital stock of any other Person (other than publicly traded securities not constituting more than 25% of the outstanding voting securities of such Person); (viiviii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the CompanyCompany or the Subsidiaries, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viiiix) each purchase Contract giving rise Contracts (A) relating to Liabilities the current employment of, or the performance of services by, any Person, including any current Employee or Independent Contractor, (B) pursuant to which the Company in excess or the Subsidiaries are or may become obligated to make any severance, retention, change of $25,000; control, Transaction Expense, termination or similar payment to any current or former Employee, Independent Contractor or director, or (ixC) each Contract providing for payments by or pursuant to which the Company in excess of $25,000 in or the Subsidiaries are or may become obligated to make any fiscal year bonus, sales compensation, or $50,000 similar payment (whether in the aggregate during the term thereofform of cash, stock, or other securities but excluding payments constituting base salary); (x) all Outstanding Contracts obligating of guaranty or surety by the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputsSubsidiaries and any third Person; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contractsContracts) which involve the expenditure or receipt of more than $25,000 100,000 annually or $100,000 250,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Businessaggregate; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Disclosure Schedule 4.13(a) sets forth, by reference to A list of all the applicable subsection of this Section 4.13(a), all material contracts and arrangements of the following Contracts types to which the Company Borrower is a party or by which it is bound, or to which any of its assets or properties are bound is subject, is set forth on Schedule 5.24 annexed hereto: (collectivelya) any collective bargaining agreement and a summary of the collective bargaining unit's position with respect to any such agreement currently the subject of negotiations; (b) any contract or arrangement of any kind with any employee, officer or director of the “Material Contracts”):Borrower or any of the respective Affiliates of such individuals; (c) any contract or arrangement with a sales representative, manufacturer's representative, distributor, dealer, broker, sales agency, advertising agency or other person engaged in sales, distributing or promotional activities, or any contract to act as one of the foregoing on behalf of any person; (d) any contract or arrangement of any nature which involves the payment or receipt of cash or other property, an unperformed commitment, or goods or services, having a value in excess of $250,000.00 if such contract or arrangement is not for the purchase by the Borrower of raw materials; (e) any contract or arrangement pursuant to which the Borrower has made or will make loans or advances, or has or will have incurred debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property, loan commitment or other contract or arrangement relating to the borrowing of funds, an extension of credit or financing; (g) any contract or arrangement involving a partnership, joint venture or other cooperative undertaking; (h) any contract or arrangement involving any restrictions with respect to the geographical area of operations or scope or type of business of the Borrower; (i) Contracts any power of attorney or agency agreement or arrangement with any current person pursuant to which such person is granted the authority to act for or former officer, director, member or Affiliate on behalf of the CompanyBorrower, or the Borrower is granted the authority to act for or on behalf of any person; (iij) Contracts with any labor union contract not made in the ordinary course of business which is to be performed in whole or association representing any Employee in part at or after the date of the Companythis Agreement; (iiik) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint venturescontract, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area whether or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by mergerfully performed, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap acquisition or click-through license grants on reasonable terms for a license fee disposition of no more than $1,000); (xviii) incentivesthe Borrower or any predecessor in interest of the Borrower, grants or other agreements from any acquisition or with disposition of any Governmental Authority; (xix) Contracts for services from lawyerssubsidiary, accountantsdivision, financial advisors and consultants (“Professional Service Providers”)line of business, or real property; and (xxl) Contracts any contract not specified above that are otherwise is material to the Company. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other 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 Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequenceBorrower. The Company is not in material default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company Borrower has delivered to Purchaser true, correct the Agent true and complete copies of all each document listed on Schedule 5.24, and a written description of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xixeach oral arrangement (if any) or as approved by Newcoso listed. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Company Schedule 5.18(a) of the Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(a5.18(a), all of the following Contracts to which the Company or any of the Subsidiaries is a party or by which it any of them or its their respective assets or of properties are bound (collectively, the “"Material Contracts”"): (i) Contracts with any current or former officer, director, member stockholder or Affiliate of the CompanyCompany or any of the Subsidiaries; (ii) Contracts with any labor union or association representing any Employee employee of the CompanyCompany or any of the Subsidiaries; (iii) Contracts for (i) the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business Business, or (ii) for the grant to any Person person of any preferential rights to purchase any of its assetsassets and involves a payment of more than $25,000 per annum or $100,000 in the aggregate; (iv) Contracts for joint ventures, strategic alliances, partnershipspartnerships licensing arrangements, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any a line of business or competitive with any Person in any geographical area the Business or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company or any of the Subsidiaries in any line of business competitive with the Business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any of the Subsidiaries of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Companyits assets, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract Contracts giving rise to Liabilities of the Company or any of the Subsidiaries in excess of $25,00050,000; (ix) each Contract all Contracts providing for payments by or to the Company or any of the Subsidiaries in excess of $25,000 50,000 in any fiscal year or $50,000 100,000 in the aggregate during the term thereofthereof excluding any employment or service contracts; (x) all Contracts obligating the Company or any of the Subsidiaries to provide or obtain products or of services for a period of one year or more or requiring the Company or any of the Subsidiaries to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other similar payments; (xiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual compensation in excess of $50,000; (xiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding Contracts agreements of guaranty, surety or indemnification, direct or indirect, by the CompanyCompany or any of the Subsidiaries; (xvixiii) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 50,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the Companyhereof. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other parties theretoCompany and/or its Subsidiary, enforceable against each of it/them in accordance with its terms and, upon consummation terms. Neither the Company nor any of the transactions contemplated by this Agreement, shall, except as otherwise stated Subsidiaries is in Company Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default under any Material Contract, nor, to the Knowledge of the CompanySellers, is any other party to any Material Contract in breach of or default thereunder, andand neither the Company nor any Subsidiary has received any notice (whether written, to the Knowledge of the Company, no oral or otherwise) that an event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has Sellers have delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.13(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.