Common use of Material Contracts Clause in Contracts

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) of the Monsoon Disclosure Letter sets forth a true and complete list, as of the date hereof, of each of the following Contracts to which Monsoon or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Person; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a3.14(a) of the Monsoon Company Disclosure Letter Schedule sets forth a true and complete list, as list of the date hereof, of each all of the following Contracts to which Monsoon or any Monsoon Subsidiary the Company is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties its properties, rights or assets is are bound as of the Effective Date (including any amendmentscollectively, supplements together with those entered into after the Effective Date and modifications theretoprior to the Effective Time, “Material Contracts”): (i) employment Contracts for the employment of any nonindividual on a full-competition agreement, nontime or part-solicitation agreement, exclusive distribution, franchise time basis (other than contracts providing for at-will employment) or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business consulting Contracts with any Person employee or consultant of the Company under which the Company has any current or future monetary Liability, and all severance, change in control or similar Contracts with any geographic area current or from soliciting employees former Company Stockholders , directors, officers, employees, consultants or personnel agents of the Company that obligate the Company to make any Personpayment to any current or former Company Stockholders , directors, officers, employees, consultants or agents of the Company following either the consummation of the transactions contemplated hereby, termination of employment (or the relevant relationship), or both; (ii) any Contract that relates to the formation, creation, governance labor or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurredcollective bargaining Contracts (if any); (iii) any Contract that relates Contracts reasonably likely to involve revenues, receipts, expenditures or liabilities individually in excess of $100,000 per annum or $500,000 per annum in the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurredaggregate; (iv) Contracts that contain any Contract with any Related Person uncapped indemnification or similar obligations of Monsoon the Company that could reasonably be expected to result in $100,000 or any Monsoon Subsidiary (other than more of liabilities of the agreements covered by clause (i) and any Monsoon Benefit Plan)Company under such Contract; (v) promissory notes, loans, indentures, evidences of Indebtedness or other instruments and Contracts relating to the borrowing or lending of money, whether as borrower, lender or guarantor and any material Contract pursuant to which interest rate swaps, caps, floors or option Contracts or any Third Party Approval is required pursuant to a “change of control” other interest rate risk management arrangement or similar clauseforeign exchange Contracts; (vi) any Contract entered into creating a Lien (other than a Permitted Lien) upon any assets, rights or properties (including any such Liens placed on commercial arm’s length termsthe Company Intellectual Property), other than purchase money security interests in connection with the acquisition of equipment in the Ordinary Course of Business; (vii) Contracts containing any currency exchange, interest rate exchange, commodity exchange limitation on the freedom of the Company or similar Contractaffiliates to engage in any line of business or compete with any Person or operate at any location in the world; (viii) joint venture or partnership agreements or Contracts creating or governing any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)similar arrangements; (ix) Contracts that grant a power of attorney, agency or similar authority to another Person; (x) content, development, distribution or similar Contracts pursuant to which any Contract (third party is entitled or obligated to develop or distribute any content or products or provide any services on behalf of the Company or pursuant to which the Company is entitled or obligated to develop or distribute any content or products or provide any services on behalf of any third party other than Contracts the Company’s standard form of click-through agreement entered into in the ordinary course Ordinary Course of business consistent Business with past practiceend users; (xi) which provides Contracts for aggregate future sums due from Monsoon the acquisition, directly or any Monsoon Subsidiary or an aggregate future liability indirectly (contingent by merger or otherwise) to of assets, rights or properties (whether tangible or intangible), including any Person (in each case other than Monsoon or any Monsoon Subsidiary) capital stock of another Person, for consideration in excess of $1,000,000; or75,000; (xxii) Contracts for the sale of assets or properties (including Equity Interests) of the Company after the Effective Date, other than (A) the disposition of unused and obsolete equipment in immaterial amounts, (B) sales of products from the websites of the Company in the Ordinary Course of Business; (xiii) Contracts involving the issuance or repurchase of any capital stock of the Company, other than, with respect to the issuance of Common Stock, the options or warrants listed in Section 3.3(a) of the Company Disclosure Schedule or relating to the transfer, voting or encumbering of any share of Company Stock; (xiv) performance or payment guarantees, keep well arrangements and other similar credit support obligations or arrangements; (xv) leases or subleases in respect of (a) any Real Property or (b) any material rights, assets or property; (xvi) Contracts under which the Company has granted or received exclusive rights; and (xvii) Contracts concerning the licensing or acquisition of Intellectual Property, including licenses, development agreements, option agreements, website hosting and service agreements, online advertising agreement, software escrow agreements, “open source,” “copyleft” or other Contract other than as set similar types of license (including any GNU, Mozilla, Berkeley, Open Source, MIT or Apache licenses), excluding nondisclosure agreements, commercially available licenses, “off-the-shelf” licenses for back-office functions or the operation of the Company’s websites and excluding click-through licenses with end users. True and complete copies of all Material Contracts have been made available to Parent by the Company. Section 3.14(a) of the Company Disclosure Schedule separately sets forth above a true and complete list of all Contracts that would purport to which Monsoon or any Monsoon Subsidiary is a party or by which it bind Parent or any of its assets or businesses is bound or subject that is material to Affiliates (other than the Monsoon Business or Company) following the use or operation consummation of their assetsthe Merger. (b) Each Material Contract is in full force and effect, is a valid and binding obligation of the Company and, to the Company’s Knowledge, of each other party thereto and is enforceable, in accordance with its terms, against the Company and, to the Company’s Knowledge, against each other party thereto, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (iwhether considered in a proceeding in equity or at law) All and an implied covenant of good faith and fair dealing, and such Material Contracts set forth or required will continue to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and enforceable in accordance with their respective terms and in full force and effect and are enforceable by Monsoon immediately following the consummation of the transactions contemplated hereby, with no material alteration or its applicable Subsidiary acceleration or increase in accordance with their terms (except insofar as such enforceability may be limited by applicable fees or liabilities, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or similar Laws affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or by principles governing the availability at law) and an implied covenant of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, good faith and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parentfair dealing. (c) Upon Closing, save as disclosed The Company is in Section 5.17(c) compliance with all applicable terms and requirements of each Material Contract under which the Company has any obligation or liability or by which any of the Monsoon Disclosure LetterCompany’s assets, no rights or properties is bound, except to the extent any non-compliance would not have a Material Adverse Effect. (d) The Company has not given to, or received from, any other Person, at any time during the prior twelve months, any written notice regarding any actual or alleged violation or breach of, or default under, any Material Contract. (e) No party to such Contract has repudiated any material provision of the Contract to which Monsoon or any Monsoon Subsidiary is a party will be the Company in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)writing.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a4.21(a) of the Monsoon Company Disclosure Letter sets forth a true and complete listforth, as of the date hereofof this Agreement, a correct and complete list of each of the following types of Contracts to which Monsoon the Company or any Monsoon Subsidiary of its Subsidiaries is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto):bound: (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other each Contract that includes any provision which materially (A) limits Monsoon or any Monsoon Subsidiary from engaging restricts in any activity or conducting material respect the Company and its Subsidiaries from competing in any line of business with any Person or in any geographic area region or from soliciting employees (B) contains exclusivity obligations or personnel of any Personrestrictions binding on, and material to, the Company and its Subsidiaries, taken as a whole; (ii) any each Contract that relates to the formation, creation, governance or control of any partnership, is a joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case partnership agreement that is material to the Monsoon Business Company and for which the closing of the relevant transaction has not occurredits Subsidiaries, taken as a whole; (iii) any each Contract that relates is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and its wholly owned Subsidiaries) relating to the acquisition or disposition indebtedness for borrowed money in an amount in excess of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred$1,000,000; (iv) any each Contract with any Related Person of Monsoon respect to an interest, rate, currency or any Monsoon Subsidiary other swap or derivative transaction (other than those between the agreements covered by clause (iCompany and its Subsidiaries) and any Monsoon Benefit Plan)with a fair value in excess of $1,000,000; (v) any material each Contract that is an acquisition agreement or a divestiture agreement pursuant to which any Third Party Approval (A) the Company reasonably expects that it is required pursuant to pay total consideration (including assumption of debt) after the date of this Agreement to be in excess of $1,000,000 or (B) any other Person has the right to acquire any assets of the Company or any of its Subsidiaries after the date of this Agreement with a “change fair market value or purchase price of control” more than $1,000,000, excluding, in each case, (x) acquisitions or similar clausedispositions of supplies, inventory or products in connection with the conduct of the Company’s and its Subsidiaries’ business or (y) of supplies, inventory, products, equipment, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries; (vi) each Contract pursuant to which the Company or any Contract entered into other than on commercial arm’s length termsof its Subsidiaries has continuing “earn-out” or similar obligations that could result in payments in excess of $1,000,000 in the aggregate; (vii) any currency exchangeeach “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act), interest rate exchange, commodity exchange whether or similar Contractnot filed by the Company with the SEC; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates governing a Related Party Transaction (including the Indigo Group Companies after the Closing Dateas defined below); (ix) any Contract (other than Contracts entered into in registration rights agreements with respect to securities of the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; orCompany; (x) any employment or consulting Contract (in each case with respect to which the Company has continuing obligations as of the date hereof) with any current (A) executive officer of the Company, (B) member of the Company Board, or (C) Company Employee providing for an annual base salary in excess of $250,000; and (xi) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by series of related Contracts under which it would reasonably be expected that the Company and its Subsidiaries would receive annual payments of $7,000,000 or more (each, a “Revenue Contract”) or make annual payments of $5,000,000 or more, in each case, during any of its assets or businesses is bound or subject that is material to the Monsoon Business twelve (12) month period or the use or operation remaining period of their assetssuch Contract, if shorter. Each Contract of the type described in clauses (i) through (xi) is referred to herein as a “Company Material Contract”. (b) (i) All Contracts set forth Except for any Company Material Contract that has terminated or required expired in accordance with its terms and except as has not had, and would not reasonably be expected to be set forth have, individually or in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon aggregate, a Company Material Contracts”) are validAdverse Effect, each Company Material Contract is valid and binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge Knowledge of Monsoonthe Company, no enforceable against the other party or parties thereto in accordance with its terms, subject to any Monsoon the Enforceability Exceptions. Except for breaches, violations or defaults which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014Adverse Effect, neither Monsoon the Company nor any of its Subsidiaries has received written notice Subsidiaries, nor to the Knowledge of the Company any actual, alleged, possible or potential material violation of, or material failure other party to comply with, any term or requirement of any Monsoon a Company Material Contract, and (iv) neither Monsoon nor is in violation of or in default under any provision of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon such Company Material Contract. True and complete copies of each written Monsoon the Company Material Contract, Contracts and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and any material amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject prior to the terms date of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)this Agreement.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a3.16(a) of the Monsoon Seller Disclosure Letter sets forth a true and complete list, lists each Contract in the following categories that is in force as of the date hereof, of each of the following Contracts hereof and which either constitutes a Transferred Contract or is a Contract to which Monsoon Seller or any Monsoon Subsidiary of its Affiliates (including any Acquired Company) is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is are bound and, in the case of Seller and any of its Affiliates other than the Acquired Companies, that relates to the FSS Business (including any amendmentsin each case, supplements and modifications theretoother than Covered Insurance Policies) (such Contracts “Material Contracts”): (i) any non-competition Contract involving aggregate payments by Seller or its Affiliates with respect to the FSS Business to any Person (other than an Insurance Producer) in excess of $[Redacted] during the consecutive twelve (12)-month period ended December 31, 2020, or the delivery by Seller or its Affiliates with respect to the FSS Business of goods or services with a fair market value in excess of $[Redacted] during the consecutive twelve (12)-month period ended December 31, 2020; (ii) any Intercompany Agreement involving aggregate payments by Seller or its Affiliates (other than any Acquired Company) on the one hand, or any Acquired Company, on the other hand, in excess of $[Redacted] during the consecutive twelve (12)-month period ended December 31, 2020; (iii) any Contract that is a mortgage, indenture, loan or credit agreement, non-solicitation agreement, exclusive distribution, franchise or licensing security agreement or other agreement or instrument relating to the borrowing of money or extension of credit or the direct or indirect guarantee of any obligation for borrowed money of any Person or any other Liability in respect of indebtedness for borrowed money of any Person, in each case, involving Liabilities with respect to any Acquired Company or the FSS Business in excess of $[Redacted]; (iv) any Contract concerning the establishment or operation of a partnership, strategic alliance, joint venture, or limited liability company or other similar agreement or arrangement in respect of the business of any Acquired Company or the FSS Business; (v) any Contract that includes any provision which materially limits Monsoon limits, or purports to limit, the ability of Seller or its applicable Affiliates (or, after consummation of the transactions contemplated hereby, Buyer or any Monsoon Subsidiary from engaging of its Affiliates) to engage in any activity business with any Person or conducting to compete in any line of business or with any Person or in any geographic area or from soliciting employees during any period of time, to solicit customers in a way that would reasonably be expected to be material to any Acquired Company or personnel of the FSS Business or to manufacture, market, sell or administer any Person; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contractproduct, in each case case, except for Contracts that is material limit the ability of an Acquired Company to solicit the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition employment of, or disposition of any businesshire individuals employed by, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clausePersons; (vi) any Contract entered into other than on commercial arm’s length termsthat obligates Seller or its Affiliates to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party; (vii) any currency exchangeContract creating or granting any Encumbrance (other than Permitted Encumbrances) on any assets, interest rate exchange, commodity exchange properties or similar Contractrights of an Acquired Company or on a Purchased Asset; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with that provides for the settlement or other resolution license to a Third Party of any material Action imposing operational restrictions Business IP, or conduct requirements on Monsoon for the license to Seller or one of its Affiliates (primarily for the benefit of the FSS Business) of any Monsoon Subsidiary material Intellectual Property (other than “shrink wrap” or “click through” licenses or licenses of generally-available “off the shelf” computer software or databases) under which Seller or any of their respective its Affiliates made payments with respect to the FSS Business in an amount in excess of $[Redacted] during the consecutive twelve (including the Indigo Group Companies after the Closing Date)12)-month period ended December 31, 2020; (ix) any Contract under which (other than Contracts entered into in the ordinary course of business consistent with past practiceA) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon has directly or indirectly guaranteed any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon Liabilities or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) obligations of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).Acquired Companies or

Material Contracts. (ai) All Contracts required to be filed as exhibits to the Monsoon SEC Documents There have been so filed in a timely manner. Section 5.17(a) of the Monsoon Disclosure Letter sets forth a true made available for reasonable review by Parent correct and complete list, as of the date hereof, copies of each of the following Contracts written contracts (or a written description of oral contracts) fitting a description below to which Monsoon the Company or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any of them or their respective properties or assets is bound as of the date hereof (including any amendmentseach such contract, supplements and modifications theretoa “Material Contract”): (iA) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise leases of personal property providing for annual rentals of $50,000 or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Personmore; (iiB) agreements (or series of related agreements) for the purchase of materials, supplies, goods, services, equipment or other assets pursuant to which (x) the Company or any Contract that relates Subsidiary has made aggregate annual payments of $50,000 or more in the preceding twelve months, other than purchase orders entered into in the ordinary course consistent with past practice, or (y) which by their terms currently require annual payments by the Company of $50,000 or more; (C) agreements providing for the sale by the Company or any Subsidiary of services, equipment or other assets pursuant to which (x) the Company or any Subsidiary has received $50,000 or more in the aggregate during the preceding twelve calendar months, or (y) which by their terms provide for annual payments to the Company of $50,000 or more; (D) partnership, limited partnership, limited liability company, joint venture or other similar agreements or arrangements relating to the formation, creation, governance operation, management or control of any partnershipcorporation, company, partnership or joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurredventure; (iiiE) any Contract that relates agreements relating to the acquisition or disposition of any business, business (whether by merger, sale of stockshares, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (vF) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change contracts for joint development of control” products, services or similar clauseother assets; (viG) material agreements to market, promote, sell or distribute the products of the Company or any Contract entered into Subsidiary, other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts those entered into in the ordinary course of business consistent business; (H) agreements with past practice) which provides for aggregate future sums due from Monsoon customers of the Company or any Monsoon Subsidiary which involve annual payments from customers of $25,000 or more; (I) agreements with customers of the Company or any Subsidiary which involve annual payments from customers of less than $25,000 and which terms of agreement deviate from the form xPressChain customer contract of the Company and the Subsidiaries previously provided to Parent (the “Form Customer Contract”); (J) agreements 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) or the guarantee of indebtedness of any other person; (K) any material agreements concerning Company Intellectual Property, other than those entered into in the ordinary course of business; (L) material licenses or franchise agreements which relate to the Company or any Subsidiary or an aggregate future liability are necessary for the Company or any Subsidiary to conduct its business; (contingent M) any agreement that limits the freedom of the Company or otherwiseany Subsidiary to compete in any line of business or with any person or in any area or which would so limit the freedom of the Company or any of the Subsidiaries after the Effective Time of the Merger; (N) to any Person employment, severance or consulting agreements (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000standard confidentiality and non-disclosure agreements and proprietary invention assignment agreements); orand (xO) any other contract or agreement, written or oral, the termination of which would reasonably be expected to result in a Material Adverse Effect on the business of the Company or any Subsidiary and which is not otherwise described in this Section 3.01(n)(i). Schedule 3.01(n) of the Disclosure Schedule sets forth a list of each of the Material Contracts including, without limitation, a list of all customers of the Company and/or the Subsidiaries which are parties to a customer contract with the Company or any Subsidiary in the form of the Form Customer Contract and which have paid funds to the Company in the 36-month period prior to the date of this Agreement. (ii) None of the Company or any Subsidiary is, or has received any notice that any other than as set forth above party is or is alleged to be, in breach or default in any material respect under any Material Contract, or any other agreement, commitment, arrangement, lease, policy or other instrument to which Monsoon the Company or any Monsoon Subsidiary is a party or by which it the Company or any of its assets or businesses Subsidiary is bound or subject that is material bound; and, to the Monsoon Business knowledge of the Company, there has not occurred any event that with the lapse of time or the use giving of notice or operation of their assets. both would constitute such a default. (bA) (i) All Contracts set forth or required to be set forth in Section 5.17(a) Each Material Contract constitutes the valid and binding obligation of the Monsoon Disclosure Letter Company or filed or required to be filed any Subsidiary, as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are validapplicable, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary against such party in accordance with their terms (except insofar as such enforceability may be limited by applicable its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws laws affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or by principles governing the availability at law) and an implied covenant of equitable remedies)good faith and fair dealing, (iiB) Monsoon none of the Company or its applicable any Subsidiary has performed all is in breach or default in any material obligations required to be performed by it under the Monsoon Material Contractsrespect of, and it is not (no event has occurred which, with or without notice or lapse of time, or both) in material would constitute a breach or material default thereunder andby the Company or any Subsidiary or permit termination, modification or acceleration by any third party under, any Material Contract and (C) no person has the right to terminate on less than 30 days’ notice (except for the termination rights set forth in the contract) or, to the knowledge of Monsoonthe Company, no other party to has repudiated any Monsoon provision of any Material Contract. Each Material Contract is (with that requires the consent or without notice or lapse waiver of time, or both) a third party prior to consummation of the transactions contemplated by this Agreement in order to avoid a breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply withdefault under, any term or requirement of any Monsoon such Material Contract, Contract is identified and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(amarked by an asterisk on Schedule 3.01(n) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo ParentSchedule. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a5.12(a) of the Monsoon Vistana Disclosure Letter Schedule sets forth a true and complete listlist of all Contracts described in clauses (i) through (xi) of this Section 5.12(a) to which, as of the date hereof, of each of the following Contracts to which Monsoon or any Monsoon Subsidiary Vistana Entity is a party party, other than (x) the Vistana Benefit Plans, (y) any Contract solely between or by which Monsoon among one or more Vistana Entities and (z) any Monsoon Subsidiary or purchase orders entered into in connection with any Vistana Entity’s ordinary course of their respective properties or assets is bound business purchasing activities (including any amendmentssuch Contracts, supplements and modifications theretocollectively, the “Vistana Material Contracts”): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging is a “material contract” (as such term is defined in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel Item 601(b)(10) of any PersonRegulation S-K of the Exchange Act); (ii) any each Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing (other than Contracts of the relevant transaction has not occurredtype (without giving effect to dollar thresholds) described in other clauses of this Section 5.12(a)) that Vistana reasonably anticipates will involve annual payments or consideration furnished by or to any of the Vistana Entities of more than $1,500,000; (iii) each note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by any Contract that relates to of the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwiseVistana Entities, in each case for which the closing case, having an outstanding principal amount in excess of the relevant transaction has not occurred$1,500,000; (iv) any swap, forward, future, option, cap, floor, collar or similar financial Contract with any Related Person of Monsoon or other derivative Contract, or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan)interest rate or foreign currency protection Contract; (v) each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material Contract pursuant to assets of any of the Vistana Entities (other than in the ordinary course of business), in each case, involving payments in excess of $5,000,000, other than Contracts in which any Third Party Approval is required pursuant to a “change of control” the applicable acquisition or similar clausedisposition has been consummated and there are no material obligations ongoing; (vi) any Contract entered into each joint venture Contract, partnership agreement or limited liability company agreement with a third party (in each case, other than on commercial arm’s length termswith respect to wholly-owned Vistana Subsidiaries); (vii) any currency exchangeeach Contract that relates to ongoing or scheduled development plans or arrangements or capital expenditures, interest rate exchange, commodity exchange or similar Contractin an annual amount in excess of $1,500,000; (viii) each Contract containing covenants expressly limiting (a) in any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with material respect the settlement or other resolution freedom of any material Action imposing operational restrictions of the Vistana Entities to compete with any Person in a product line or conduct requirements line of business or operate in any geographic location or (b) the ability of any Vistana Entity to incur a Lien on Monsoon or its assets, including Liens on the capital stock of any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)Vistana Entity; (ix) any Contract providing a Person with any: (other than Contracts entered into in A) right to cause the ordinary course appointment or nomination of business consistent directors of any Vistana Entity, (B) consent or approval rights with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) respect to any Person change in Organizational Documents or other significant corporate action by any Vistana Entity, or (in each case C) right of first refusal or first offer or other than Monsoon approval or consent rights with respect to any Monsoon Subsidiary) in excess liquidation, dissolution, restructuring, recapitalization, reorganization or merger of $1,000,000; orany Vistana Entity; (x) any other Contract other than as set forth above containing a change of control provision which would be triggered by the transactions contemplated by this Agreement and requires payments in excess of $1,500,000; and (xi) each Contract pursuant to which Monsoon or any Monsoon Subsidiary is of the Vistana Entities grants to a third party or by which it or is granted from a third party any of its assets or businesses is bound or subject that is license with respect to Intellectual Property material to the Monsoon Business or the use or operation of their assetsVistana Business, other than licenses for commercially available software. (b) All of the Vistana Material Contracts are (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect effect, subject to the Remedies Exception, and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material represent the valid and binding obligations required to be performed by it under of the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder Vistana Entity party thereto and, to the knowledge of MonsoonVistana, no represent the valid and binding obligations of the other party to any Monsoon parties thereto, except as has not, individually or in the aggregate, had or would have a Vistana Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries Adverse Effect. No Vistana Entity has received any written claim or notice of the intention material breach of or material default under any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon such Vistana Material Contract, and which breach or default has not been cured without penalty, cost or other liability, in each case, that would be material to the Vistana Entities (taken as a summary whole). No Vistana Entity, nor, to the knowledge of each oral Monsoon Vistana, any other party thereto, is in breach of or default under any such Vistana Material Contract, listed in Section 5.17(a) and, to the knowledge of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure LetterVistana, no Contract to which Monsoon event has occurred thereunder which, individually or any Monsoon Subsidiary is together with other events, would have a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)Vistana Material Adverse Effect.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a3.13(a) of the Monsoon Seller Disclosure Letter sets forth a true and complete list, list as of the date hereof, of this Agreement of each of the following Contracts to which Monsoon Seller or any Monsoon of its Affiliates (in respect of the Devices & Services Business) or Transferred Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets them is bound (including any amendmentscollectively, supplements and modifications thereto):Contracts of such type whether or not listed on Section 3.13(a) of the Seller Disclosure Letter, the “Material Contracts”); provided, however, that a Contract referenced by more than one description need only be listed once on Section 3.13(a) of the Seller Disclosure Letter if the applicability of another subsection of Section 3.13(a) to such Contract is reasonably apparent on its face: (i) any non-competition agreementContract evidencing Indebtedness in excess of €25,000,000, non-solicitation agreementor under which any Transferred Subsidiary has issued any note, exclusive distributionbond, franchise or licensing agreement indenture, mortgage, security interest or other Contract that includes any provision which materially limits Monsoon evidence of Indebtedness, or any Monsoon Subsidiary from engaging in any activity has directly or conducting business with any Person or in any geographic area or from soliciting employees or personnel indirectly guaranteed Indebtedness of any Person, excluding, in each case, any intercompany Indebtedness between two or more Transferred Subsidiaries; (ii) any Contract that relates to guarantees of the formationobligations of other Persons or agreements of indemnity, creation, governance or control of any partnership, joint venture surety or similar arrangementcontracts, whether direct or indirect, involving the potential expenditure by the Transferred Subsidiaries after the date of this Agreement of more than €3,000,000 in any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurredinstance; (iii) any Contract that relates involving payment by or to any Seller Entity or Transferred Subsidiary of at least €75,000,000 in the acquisition or disposition of current calendar year and any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurredContract with any Material Customer; (iv) any Contract for the purchase of products or services involving payment of at least €75,000,000 in the current calendar year that cannot be terminated within ninety (90) days after giving notice of termination without resulting in any material Liability, costs or penalty and any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan)Material Supplier; (v) any material Contract pursuant that materially restricts (or purports to which materially restrict) the ability of any Third Party Approval is required pursuant Seller Entity (with respect to a “change of control” or similar clause; (vithe Devices & Services Business) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Transferred Subsidiary or any of their respective Affiliates from engaging in business in any geographic area, competing with any Person or soliciting customers or employees of any Person, in each case in a manner that is or would be adverse to the parties thereto or their Affiliates or any Contract involving payment by or to any Seller Entity or Transferred Subsidiary of at least €75,000,000 in the current calendar year that contains or grants any “most favored nations” or similar terms; (including vi) any material joint venture or partnership agreement, Contract for or relating to any material investment (whether through the Indigo Group Companies after acquisition of an equity interest, the Closing Date)making of a loan or advance or otherwise) in any other Person , or any material Contract relating to the joint development or joint ownership or joint licensing of Transferred IP; (vii) any Real Property Lease; (viii) any franchise, sale (other than purchase orders) or commission agreement or similar Contract, in each case under which any of the Seller Entities or Transferred Subsidiaries is obligated to pay an amount in excess of €25,000,000 during any calendar year in the aggregate; (ix) any Contract (Intellectual Property License under which rights in or to Transferred IP are granted, other than Contracts (i) non-exclusive Software licenses entered into in the ordinary course of business consistent business, or (ii) with past practicerespect to Designs, Trademarks or Domain Names, any agreements described in subsection (vii) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; orthe definition of “Permitted Encumbrances”; (x) any other Contract under which any of the Transferred Subsidiaries or Seller Entities in respect of the Devices & Services Business, has contingent liabilities or ongoing obligations (including for indemnification or “earn outs” or similar deferred purchase price obligations) after the date of this Agreement relating to the acquisition or sale of any business or assets (other than as set forth above acquisitions of assets in the ordinary course of business); (xi) any material Contract to which Monsoon a Transferred Subsidiary and a Seller Entity or any Monsoon Subsidiary is a party or by which it or any one of its assets Affiliates (other than a Transferred Subsidiary) and another Person is party and any material Contracts pursuant to which a Seller Entity or businesses one of its Affiliates (other than a Transferred Subsidiary) and another Person is bound or subject that is material party (but not a Transferred Subsidiary) related to the Monsoon Devices & Services Business or (other than the use or operation Contracts); (xii) any Transferred License; and (xiii) any outstanding written commitment to enter into any Contract of their assetsthe type described in subsections (i) through (xii) of this Section 3.13(a). (b) (iTrue, correct and materially complete copies of all Material Contracts listed in Section 3.13(a) All Contracts set forth or required of the Seller Disclosure Letter, including all material amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof, in each case to be the extent in the possession of Seller and its Subsidiaries, have been made available to Buyer. Except as set forth in Section 5.17(a3.13(b) of the Monsoon Seller Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents Letter, (the “Monsoon x) assuming each such Material Contracts”) are valid, Contract is binding and in full force enforceable against the other parties thereto, each Material Contract constitutes a valid and effect binding obligation of the Seller Entity or Transferred Subsidiary party thereto and are is enforceable by Monsoon against the Seller Entity or its applicable Transferred Subsidiary party thereto in accordance with their its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, moratorium preference or similar Laws of general applicability relating to or affecting creditors’ the rights generally, of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or by principles governing the availability of equitable remediesat law)), and (iiy) Monsoon or its applicable Subsidiary no event has performed all material obligations required to be performed by it under the Monsoon Material Contractsoccurred that, and it is not (with or without notice or lapse of time, time or both) , would result in material a breach of or material default thereunder andunder any Material Contract by any Seller Entity or Transferred Subsidiary or, to the knowledge Knowledge of MonsoonSeller, any other Person party thereto, except, in each case set forth in clauses (x) and (y), where such failure to be so valid, binding and enforceable, or such breach or default, would not be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole. Except as would not be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole: no other party to Seller Entity or Transferred Subsidiary has received any Monsoon written notice or claim of default under any Material Contract is (with and no Seller Entity or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries Transferred Subsidiary has received any written notice of an intention to terminate or challenge the intention validity or enforceability of any party such Material Contract from a counterparty thereto and, to cancelthe Knowledge of Seller, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parentno such action is threatened. (c) Upon Closing, save as disclosed in Section 5.17(c) Seller hereby represents that the Transferred Subsidiaries and the Purchased Assets include all or substantially all of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)Nokia’s Subscriber Device Business.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(aSchedule 5.14(a) of the Monsoon Disclosure Letter sets forth a true and complete listforth, as of the date hereof, of each all of the following Contracts to which Monsoon or any Monsoon Subsidiary Purchased Entity is a party or by which Monsoon or any Monsoon Subsidiary or any of them or their respective properties or assets is Purchased Entity Assets are bound (including any amendmentscollectively, supplements and modifications theretothe “Material Contracts”): (i) Contracts with any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise Seller or licensing agreement or other Contract that includes any provision which materially limits Monsoon Affiliate thereof or any Monsoon Subsidiary from engaging in any activity current or conducting business with any Person former officer, director, stockholder or in any geographic area or from soliciting employees or personnel Affiliate of any PersonPurchased Entity (other than a Purchased Entity); (ii) any Contract that relates to Contracts for the formation, creation, governance or control sale of any partnership, joint venture material assets of any Purchased Entity other than in the Ordinary Course of Business or similar arrangement, or for the grant to any collaboration, cooperation or partnering Contract, in each case that is Person of any preferential rights to purchase any of its material to the Monsoon Business and for which the closing of the relevant transaction has not occurredassets; (iii) any Contract that relates to the acquisition Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or disposition sharing of any business, whether by merger, sale of stock, sale of assets profits or otherwise, in each case for which the closing of the relevant transaction has not occurredproprietary information; (iv) Contracts containing covenants of any Contract Purchased Entity not to compete in any line of business or with any Related Person in any geographical area or not to solicit or hire any person with respect to employment or covenants of Monsoon any other Person not to compete with any Purchased Entity in any line of business or in any Monsoon Subsidiary (other than the agreements covered by clause (i) and geographical area or not to solicit or hire any Monsoon Benefit Plan)person with respect to employment; (v) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by any Purchased Entity of any operating business or material Contract pursuant to which assets or the capital stock of any Third Party Approval is required pursuant to a “change of control” or similar clauseother Person; (vi) Contracts relating to the incurrence, assumption or guarantee of any Contract entered into other than Indebtedness or imposing a Lien on commercial arm’s length termsany of the material assets of any Purchased Entity; (vii) all Contracts providing for payments by or to any currency exchange, interest rate exchange, commodity exchange Purchased Entity in excess of $50,000 in any fiscal year or similar Contract$200,000 in the aggregate during the term thereof; (viii) all Contracts obligating any Contract entered into by Monsoon Purchased Entity to provide or any Monsoon Subsidiary in connection with the settlement obtain products or other resolution services for a period of any material Action imposing operational restrictions one year or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)more; (ix) Contracts for the employment of any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon individual on a full-time, part-time or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000consulting basis; orand (x) any other Contract other than as set development agreements setting forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material duties and obligations relating to the Monsoon Business or Properties, public disclosure reports issued by the use or operation Arizona Department of their assetsReal Estate, and storm water plans filed with the Arizona Department of Environmental Quality. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) Each of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and Contracts is in full force and effect and are is the legal, valid and binding obligation of any Purchased Entity which is party thereto, and of the other parties thereto enforceable by Monsoon or its applicable Subsidiary against each of them in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcyits terms. No Purchased Entity is in default under any Material Contract, insolvencynor, reorganizationto the Knowledge of Sellers, moratorium is any other party to any Material Contract in breach of or similar Laws affecting creditors’ rights generallyin default thereunder, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge Knowledge of MonsoonSellers, no event has occurred that with the lapse of time or the giving of notice or both would constitute a breach or default of any Purchased Entity or any other party thereunder. Any payments due under each Material Contract have been timely made by the applicable Purchased Entity. No party to any Monsoon of the Material Contract is (Contracts has exercised any termination rights with or without notice or lapse of timerespect thereto, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries and no party has received written given notice of any actual, alleged, possible or potential material violation of, or material failure significant dispute with respect to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True Sellers have delivered or made available to Purchaser true, correct and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) all of the Monsoon Disclosure Letter (including Material Contracts, together with all written amendments, modifications and amendments or supplements thereto and waivers thereunder) have been made available to Indigo Parentassignments thereof, if any. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) of the Monsoon The Company Disclosure Letter Schedule sets forth a true and complete list, as of the date hereof, of each of the following Contracts contracts, undertakings, commitments, licenses or agreements, written or oral, to which Monsoon the Company or any Monsoon Company Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or are applicable to any of their respective assets or properties (true and complete copies (or assets written summaries, if oral) of which have been made available to Parent prior to the date hereof) other than those contracts or agreements listed as exhibits in the Company’s Form 10-K for the fiscal year ended December 28, 2008 (each such contract or agreement as is bound (including required to be set forth in the Company Disclosure Schedule, together with all contracts and agreements of the Company or any amendmentsCompany Subsidiary listed or required to be listed as exhibits in the Company’s Form 10-K for the fiscal year ended December 28, supplements and modifications thereto2008, being a “Material Contract”): (i) any non-competition agreementpromissory notes, non-solicitation agreementloan agreements, exclusive distributionindentures, franchise or licensing agreement evidences of indebtedness or other Contract that includes instruments and contracts providing for the borrowing or lending of money, whether as borrower, lender or guarantor, and any provision agreements or instruments pursuant to which materially limits Monsoon any cash of the Company or any Monsoon Company Subsidiary from engaging is held in escrow or its use by the Company or any activity or conducting business with any Person or Company Subsidiary is otherwise restricted, in any geographic area or from soliciting employees or personnel each case in an amount of any Personmore than $1,000,000; (ii) all contracts involving a value of more than $1,000,000 pursuant to which any Contract that relates to material property or assets of the formation, creation, governance or control of any partnership, joint venture or similar arrangement, Company or any collaboration, cooperation or partnering Contract, in each case that Company Subsidiary is material subject to the Monsoon Business and for which the closing of the relevant transaction has not occurreda Lien; (iii) joint venture, alliance, affiliation or partnership agreements or joint development or similar agreements pursuant to which any Contract that relates third party is entitled to develop or market any products or services on behalf of, or together with, the acquisition Company or disposition any Company Subsidiary or receive referrals of business from, or provide referrals of business to, the Company or any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurredCompany Subsidiary; (iv) executory contracts for the acquisition or sale, directly or indirectly (by merger or otherwise) of all or a substantial portion of the assets (whether tangible or intangible) or the Equity Interests of another Person, including, without limitation, contracts for any Contract with completed acquisitions or sales pursuant to which an “earn out” or similar form of obligation (whether absolute or contingent) is pending or for which there are any Related Person of Monsoon continuing indemnification or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan)similar obligations; (v) any material Contract pursuant to which interest rate or currency swaps, caps, floors or option agreements or any Third Party Approval is required pursuant to a “change of control” other interest rate or similar clausecurrency risk management arrangement or foreign exchange contracts; (vi) any Contract entered into all licenses, sublicenses, or consent, royalty or other agreements concerning Company Intellectual Property involving an amount of more than on commercial arm’s length terms$200,000; (vii) any currency exchange, interest rate exchange, commodity exchange contracts relating to rights to indemnification and/or advancement of expenses as in effect on the date hereof with respect to matters occurring on or similar Contractprior to the Effective Time (including the transactions contemplated hereby); (viii) any Contract entered into contract, agreement or other instrument of understanding which is not terminable by Monsoon the Company or a Company Subsidiary without additional payment or penalty within sixty (60) days and obligates the Company or any Monsoon Company Subsidiary in connection with the settlement for payments or other resolution consideration with a value of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)more than $1,000,000; (ix) contracts of the type required under Section 3.5(b) or Section 3.12(h) to be disclosed on the Company Disclosure Schedule; (x) contracts imposing any Contract material restriction on the right or ability of the Company or a Company Subsidiary (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, (C) to solicit, hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person or contracts granting to any Person (other than Contracts the Company or any wholly owned Company Subsidiary) any “most favored nation” clause as to price or any other material term; (xi) contracts (i) imposing any confidentiality obligation on the Company or any Company Subsidiary (other than routine confidentiality or nondisclosure agreements entered into in the ordinary course of business consistent with past practicethat do not otherwise constitute Material Contracts under this Section 3.17) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary (ii) containing “standstill” or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; orsimilar provisions; (xxii) any other Contract other than as set forth above contracts that could reasonably be expected to which Monsoon have a material effect on (i) the business, condition, capitalization, assets, liabilities, operations or any Monsoon Subsidiary is a party financial performance of the Company or by which it or (ii) the ability of the Company to perform any of its assets obligations under, or businesses is bound or subject that is material to consummate any of the Monsoon Business or the use or operation of their assetstransactions contemplated by this Agreement; and (xiii) any contract, if a Default (as defined below) under such contract would be reasonably likely to have a Company Material Adverse Effect. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Each Material Contracts”) are valid, binding Contract is valid and in full force and effect effect, and are is enforceable by Monsoon or its applicable Subsidiary in accordance with their terms its terms, subject to (except insofar as such enforceability may be limited by applicable i) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), and (ii) Monsoon or its applicable rules of Law governing specific performance, injunctive relief and other equitable remedies. (c) Neither the Company nor any Company Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of timeis, or bothhas received any notice that any other party is, in breach, default or violation of or is unable to perform in any respect under (each, a “Default”) in material breach any Material Contract (and no event has occurred or material default thereunder andnot occurred through the Company’s or any Company Subsidiary’s action or inaction or, to the knowledge of Monsoonthe Company, no other party to through the action or inaction of any Monsoon Material Contract is (third party, which with or without notice or the lapse of timetime or both would constitute or give rise to a Default), except for those Defaults which would not be reasonably likely to have, individually or both) in breach or default thereunderthe aggregate, (iii) since January 1, 2014, neither Monsoon a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries Company Subsidiary has received written notice of any actual, alleged, possible or potential material violation the termination of, or material failure intention to comply withterminate, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor except for such notices or terminations that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in the Company Disclosure Schedule, no Claims for indemnification under any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) agreement have been made available by or against the Company or any Company Subsidiary since January 1, 2006 and there are no such Claims outstanding or, to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) the knowledge of the Monsoon Disclosure LetterCompany, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)threatened.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in For purposes of this Agreement, a timely manner. Section 5.17(a) of the Monsoon Disclosure Letter sets forth a true and complete list, as of the date hereof, of each “Company Contract” shall mean any of the following Contracts agreements to which Monsoon the Company or any Monsoon Subsidiary of its Subsidiaries is a party to or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto):bound: (i) any nonagreement that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreementK under the Securities Act); (ii) any agreement that is not terminable for convenience by the Company or its Subsidiary upon not more than 30 days’ notice at no charge, that (A) purports to restrain or limit the ability of the Company or any of its Affiliates to compete or engage in any line of business or the localities in which the Company or any of its Affiliates may conduct business, (B) provides for exclusivity by the Company or any of its Affiliates with respect to any products or services sold or purchased by the Company or any of its Affiliates, (C) extends “most favored nation” or similar pricing to any Person, or (D) provides for the non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Person; (iiiii) any Contract agreement that relates requires, or would reasonably be expected to result in, any payment by the Company or its Subsidiaries in excess of $1,000,000 in the Company’s fiscal year ending February 28, 2011 or any subsequent fiscal year or which requires, or would reasonably be expected to result in, any payment to the formationCompany or its Subsidiaries in excess of $1,000,000 in the Company’s fiscal year ending February 28, creation, governance or control of any partnership, joint venture or similar arrangement, 2011 or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurredsubsequent fiscal year; (iiiiv) any Contract that relates agreement relating to Indebtedness owed by the Company or any of its Subsidiaries to third parties; (v) any agreement relating to the acquisition or disposition disposition, directly or indirectly, of any business, business (whether by merger, sale of stock, sale of assets or otherwise, in each case for ) under which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon Company or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any of its Subsidiaries has continuing material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clauseobligations; (vi) any Contract entered into agreement with an executive officer of the Company, other than on commercial arm’s length termsagreements under which the Company and its Subsidiaries have no further liabilities or obligations and no continuing rights; (vii) any currency exchangeagreement of indemnification or any guaranty of a material obligation by the Company or any of its Subsidiaries of a third party, interest rate exchange, commodity exchange other than any agreement entered into in connection with the sale or similar Contractlicense by or to the Company or any of its Subsidiaries of products or services in the ordinary course of business; (viii) any Contract entered into material agreement with any Governmental Authority providing for the purchase of the Company’s products by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)such Governmental Authority; (ix) any Contract agreement set forth in clauses (other than Contracts entered into i), (iii), (iv) or (vi) above or clause (xiii) below containing any “change in control” or similar provisions with respect to the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon Company or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; orits Subsidiaries; (x) any other Contract other collective bargaining agreements (including memoranda of understanding or extension agreements); (xi) any agreement with any beneficial owner of more than as set forth above to 5% of the outstanding Company Common Stock; (xii) any settlement agreement which Monsoon or any Monsoon Subsidiary is a party or by which it materially affects the conduct of the Company’s or any of its assets or businesses is bound or subject Subsidiaries’ businesses; (xiii) any other agreement that is material to the Monsoon Business Company and its Subsidiaries, taken as a whole; and (xiv) any agreement that by its terms would prohibit or materially delay the use consummation of the Merger or operation any of their assetsthe other transactions contemplated by this Agreement. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a3.15(b) of the Monsoon Company Disclosure Letter Schedule lists each Company Contract in existence on the date hereof. The Company has previously made available to Parent true, complete and correct copies of each Company Contract in existence on the date hereof. All of the Company Contracts are valid and binding on the Company or filed or required to be filed its Subsidiary, as exhibits the case may be, and, to the Monsoon SEC Documents (the “Monsoon Material Contracts”) Company’s Knowledge, each other party thereto, and are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by effect, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting relating to creditors’ rights generallyand general principles of equity. Neither the Company nor any of its Subsidiaries has, and to the Company’s Knowledge, none of the other parties thereto have, violated in any material respect any provision of, or by principles governing the availability of equitable remedies), (ii) Monsoon committed or its applicable Subsidiary has performed all material obligations required failed to be performed by it under the Monsoon Material Contractsperform any act, and it is not (no event or condition exists, which with or without notice or notice, lapse of time, time or both) in material breach or both would constitute a material default thereunder and, to under the knowledge provisions of Monsoon, no other party to any Monsoon Material Company Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, and neither Monsoon the Company nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parentforegoing. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) Each correspondingly lettered section of the Monsoon Disclosure Letter Schedule 4.15 sets forth a true true, correct and complete list, as of the date hereof, of each list of the following Contracts to which Monsoon the Company is a party that are currently in force or under which the Company has continuing benefits, liabilities and/or obligations (other than the Company Benefit Plans set forth on Schedule 4.18(a) and the insurance policies on Schedule 4.20) (collectively, the “Material Contracts”): (a) bonds, debentures, notes, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other Contracts relating to the borrowing of money or the deferred purchase price of property or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the Company; (b) Contracts that were not entered into in the ordinary course of business, consistent with past practices; (c) leases relating to the Leased Real Property, leases of any personal property and all other Contracts involving any properties or assets (whether real, personal or mixed, tangible or intangible), involving an annual commitment or payment of or performance having a value of more than Twenty-Five Thousand Dollars ($25,000) by the Company; (d) Contracts that (i) limit or restrict the Company or any Monsoon Subsidiary officers, directors, employees or Shareholders of the Company (in their capacity as such) from engaging in the Business in any jurisdiction, (ii) create or purport to create any exclusive or preferential relationship or arrangement, (iii) otherwise restrict or limit the Company’s ability to operate or expand its business in any material respect, or (iv) impose, or purport to impose, any obligations or restrictions on Affiliates of the Company in any material respect; (e) Contracts for capital expenditures or the acquisition or construction of fixed assets requiring payment by the Company of an outstanding amount in excess of Ten Thousand Dollars ($10,000); (f) Contracts that provide for any payment or benefit upon the execution hereof in connection with the transactions contemplated hereby, including accelerated vesting or other similar rights; (g) Contracts granting any Person a Lien on all or any part of any properties or assets of the Company other than Permitted Liens; (h) Contracts for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (i) Contracts granting to any Person an option or a right of first refusal, first-offer or similar preferential right to purchase or acquire any assets of the Company; (j) Contracts with any agent, distributor or representative that is not terminable without penalty on ninety (90) days’ or less notice; (k) Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment; (l) Contracts (i) with respect to Company Intellectual Property licensed or transferred to any third party (other than end user licenses in the ordinary course of business) or (ii) pursuant to which a third party has licensed or transferred any Company Intellectual Property to the Company; (m) Contracts providing for the indemnification or holding harmless of any officer or director of the Company; (n) joint venture or partnership Contracts or Contracts entitling any Person to any profits, revenues or cash flows of the Company or requiring payments or other distributions based on such profits, revenues or cash flows; (o) Contracts with Customers or Suppliers; (p) outstanding powers of attorney empowering any Person to act on behalf of the Company; (q) Contracts relating to any co-operative organization, franchise organization or similar organization; (r) Contracts with any Governmental Entity; (s) Employment Agreements; (t) Medical Provider Agreements with the top twenty (20) Medical Providers by volume for the third quarter ended September 30, 2015, or Medical Provider Agreements that provide for medical directorate services or which otherwise cannot be terminated by the Company upon notice of ninety (90) days or less; (u) Contracts with any independent contractor or consultant (other than Medical Provider Agreements); and (v) Contracts (other than those described in subsections (a) through (u) of this Section 4.15) to which the Company is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective the Company’s properties or assets is are bound (including any amendments, supplements and modifications thereto): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise involving an annual commitment or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area annual payment to or from soliciting employees the Company of more than Twenty-Five Thousand Dollars ($25,000) individually or personnel of any Person; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is are otherwise material to the Monsoon Business Company, individually or in the aggregate. True, correct and for which complete copies of all Material Contracts have been provided to the closing Purchaser. The Material Contracts are legal, valid, binding and enforceable in accordance with their respective terms with respect to the Company and, to the Knowledge of the relevant transaction has not occurred; Company, each other party thereto. There is no existing material default or material breach of the Company under any Material Contract (iiior event or condition that, with notice or lapse of time or both could constitute a material default or material breach) any Contract that relates and, to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing Knowledge of the relevant transaction has not occurred; Company and the Shareholders, there is no such material default (ivor event or condition that, with notice or lapse of time or both, could constitute a material default or material breach) with respect to any third party to any Material Contract. There is no term, obligation, understanding or agreement that would modify any term of a Material Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other material right or obligation of a party thereunder which is not reflected on the face of such Material Contract. Other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon practices, the Company is not participating in any discussions or any Monsoon Subsidiary negotiations regarding modification of or an aggregate future liability (contingent or otherwise) amendment to any Person (Contract or entry in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assetsnew Contract. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (ai) All Contracts required Seller has provided to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) of the Monsoon Disclosure Letter sets forth a Buyer true and complete list, as of the date hereof, of each correct copies of the following Contracts agreements (each a “Material Contract”) to which Monsoon the Company is a party: (A) any agreement for the purchase or sale of products or for the furnishing or receipt of services (1) which involves more than the sum of $10,000 or (2) in which the Company has granted “most favored nation” pricing provisions or marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (B) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (C) any agreement under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) any Encumbrance on any of its assets, tangible or intangible (excluding indebtedness and Encumbrances being paid off, terminated or otherwise satisfied in connection with the Closing); (D) any agreement for the disposition of any significant portion of the assets or business of the Company (other than sales of products in the Ordinary Course of Business) or any Monsoon Subsidiary agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (E) any agreement concerning confidentiality or non-solicitation; (F) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement; (G) any agreement involving any current director, manager, officer, shareholder or member of the Company; (H) any lease or agreement under which the Company is the lessee of, or holds or operates, any personal property owned by any other party, for which the annual rental exceeds $15,000; (I) any agreement that prohibits the Company from freely engaging in business anywhere in the world; (J) any distributor, sales representative, franchise or similar agreement to which the Company is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets the Company is bound (including any amendments, supplements and modifications thereto):bound; and (iK) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise other agreement (or licensing agreement group of related agreements) either (A) involving more than $50,000 or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Person; (iiB) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into in the ordinary course Ordinary Course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability Business and involving more than $10,000. The Company has made available to Buyer a complete and accurate copy of each Material Contract (contingent or otherwise) as amended to any Person (in date). With respect to each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth above Material Contract, and subject to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws other laws affecting generally the enforcement of creditors’ rights generallyand subject to general principles of equity: (i) the Material Contract is legal, valid, binding and enforceable and in full force and effect against the Company, to the Knowledge of any Seller or by principles governing the availability of equitable remedies)Company, against each other party thereto; and (ii) Monsoon or its applicable Subsidiary has performed all material obligations required the Material Contract will continue to be performed by it under legal, valid, binding and enforceable and in full force and effect against the Monsoon Company and against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. Neither the Company nor, to the Knowledge of any Seller or the Company, any other party, is in breach or violation of, or default under, any such Material ContractsContract, and it no event has occurred, is not (pending or, to the Knowledge of any Seller or the Company, is threatened, which, after the giving of notice, with or without notice or lapse of time, or both) in material otherwise, would constitute a breach or material default thereunder and, to by the knowledge of Monsoon, no Company or any other party under such Material Contract. (ii) The Company is not party to any Monsoon Material Contract is (with or without notice or lapse of timeoral contract, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation agreement or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject arrangement that, if reduced to written form, would be required to provide under the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar importSection 3(y), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a4.12(a) of the Monsoon Company Disclosure Letter sets forth a true Schedule is an accurate and complete list, as list of the date hereof, of each all of the following Contracts to which Monsoon one or any Monsoon Subsidiary more of the Companies or the Company Subsidiaries is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications theretothe “Material Contracts”): (i) Contracts evidencing Indebtedness or imposing any non-competition agreementLien (other than Permitted Liens) on the assets of a Company or Company Subsidiary; (ii) all Company Employment Contracts that provide for annual base compensation in excess of $150,000, non-solicitation agreementretention payments, exclusive distributionseverance benefits, franchise or licensing agreement transaction bonuses; (iii) all Company IP Agreements; (iv) leases of personal property under which a Company or other Contract that includes Company Subsidiary is the lessee and is obligated to make payments in excess of $50,000 per annum; (v) Contracts providing for any provision business or equity acquisition or disposition by or relating to a Company or Company Subsidiary entered into at any time during the last four (4) years or under which materially limits Monsoon a Company or any Monsoon Company Subsidiary from engaging has continuing or ongoing obligations; (vi) Contracts (A) limiting the freedom of a Company or Company Subsidiary to engage in any activity line of business, acquire any entity or conducting business compete with any Person or in any geographic area market or from soliciting employees geographical area, (B) granting “most favored nation” status to any other Person or personnel (C) containing any “right of any Person; (ii) any Contract that relates to the formation, creation, governance or control first refusal,” “right of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of controlfirst offer” or similar clause; (vi) preferential right to acquire any Contract entered into other than on commercial arm’s length termsasset; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contractcollective bargaining agreements; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)joint venture and limited partnership agreements; (ix) Contracts for any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon hedging or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; orsimilar derivative transactions; (x) any other Contract other than as set forth above to which Monsoon distributor agreements, sales representative agreements, reseller agreements or any Monsoon similar agreements that provide for annual payments by a Company or Company Subsidiary is a party of $100,000 or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business more; (xi) Contracts for capital expenditures or the use acquisition or operation construction of their fixed assets., in any case involving future payments by a Company or Company Subsidiary in excess of $100,000 in the aggregate; (bxii) (i) All Contracts set forth or required to be set forth any individual Contract with a Material Customer that requires aggregate future payments in Section 5.17(a) excess of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder $100,000; and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (cxiii) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no any individual Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates Material Supplier that requires aggregate future payments in excess of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)$100,000.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a3.13(a) of the Monsoon Aqua Disclosure Letter sets forth a true and complete list, as of the date hereof, of each list of the following Contracts Contracts, whether written or oral (and if oral, a complete and accurate summary thereof) to which Monsoon Aqua or any Monsoon Aqua Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any party, in each case to the extent in effect on this date of their respective properties or assets is bound this Agreement (including any amendments, supplements and modifications theretothe “Aqua Material Contracts”): (i) any non-competition agreementAqua Benefit Plans or Aqua Benefit Agreements; (ii) Contracts for the provision of laboratory services to the top 25 customers of Aqua, non-solicitation agreement, exclusive distribution, franchise measured by revenue for the period January to June 2005; (iii) Contracts providing for the licensing of material Intellectual Property Rights (as defined in Section 3.14); (iv) Contracts which are reasonably likely to involve aggregate payments by or licensing agreement or other Contract that includes any provision which materially limits Monsoon to Aqua or any Monsoon Aqua Subsidiary from engaging of more than $2,500,000 annually or $5,000,000 over the remaining term of the Contract), other than the sale of services or products in the ordinary course of business; (v) real property leases or subleases; (vi) Contracts that (A) limit the ability of Aqua or any Aqua Subsidiary or affiliate of, or successor to, Aqua, or, to the knowledge of Aqua, any executive officer of Aqua, to compete in any activity line of business or conducting business with any Person person or in any geographic area or from soliciting employees during any period of time, (B) require Aqua or personnel any Aqua Subsidiary or affiliate of, or successor to, Aqua to use any supplier or third party for all or substantially all of any Person; of its material requirements or need in any respect, (iiC) limit or purport to limit the ability of Aqua or any Contract that relates Aqua Subsidiary or affiliate of, or successor to, Aqua to solicit any customers or clients of the other parties thereto, (D) require Aqua or any Aqua Subsidiary or affiliate of, or successor to, Aqua to provide to the formation, creation, governance other parties thereto “most favored nations” pricing or control of (E) require Aqua or any partnership, joint venture Aqua Subsidiary or similar arrangementaffiliate of, or successor to, Aqua to market or co-market any collaboration, cooperation products or partnering Contract, in each case that is material to the Monsoon Business and for which the closing services of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary a third party (other than the agreements covered by clause (i) and any Monsoon Benefit Plancustomer of Aqua or any Aqua Subsidiary); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) Contracts relating to (A) any currency exchangeindebtedness (which does not include accounts payable incurred in the ordinary course of business), notes payable (including notes payable in connection with acquisitions), accrued interest payable or other obligations for borrowed money, whether current, short-term, or long-term, secured or unsecured, of Aqua or any Aqua Subsidiary, (B) any purchase money indebtedness or earn-out or similar obligation in respect of purchases of property or assets by Aqua or any Aqua Subsidiary, (C) any lease obligations of Aqua or any Aqua Subsidiary under leases which are capital leases in accordance with GAAP, (D) any financing of Aqua or any Aqua Subsidiary effected through “special purpose entities” or synthetic leases or project financing, (E) any obligations of Aqua or any Aqua Subsidiary in respect of banker’s acceptances or letters of credit (other than stand-by letters of credit in support of ordinary course trade payables), (F) any obligation or liability of Aqua or any Aqua Subsidiary with respect to interest rate exchangeswaps, commodity exchange collars, caps, currency derivatives and similar hedging obligations or similar Contract(G) any guaranty of any of the foregoing (the liabilities and obligations referred to in (A) through (G) above, “Indebtedness”); (viii) any Contract Contracts entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary Aqua or any of their respective Affiliates the Aqua Subsidiaries and any other person providing for the acquisition by Aqua or such Aqua Subsidiary (including by merger, consolidation, acquisition of stock or assets or any other business combination) of any corporation, partnership, other business organization or division or unit thereof or any material amount of assets of such other person, and information identifying the Indigo Group Companies after maximum amounts, if any, that are still payable or potentially payable to any other person under such Contracts pursuant to any post-closing adjustment to the Closing Datepurchase price (including under any “earnout” or other similar provision); (ix) any Contract (stockholder agreements, registration rights agreements, voting trusts or other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary Aqua is a party or by which it is bound relating to the voting of any shares of the capital stock of Aqua, (x) joint venture contracts, partnership arrangements or other agreements outside the ordinary course of business involving a sharing of profits, losses, costs or liabilities of any person by Aqua or any Aqua Subsidiary with any third person; (xi) all confidentiality, non-disclosure or standstill agreements entered into by Aqua or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Aqua Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiaryin the ordinary course of business); and (xii) other Contracts not covered by the foregoing, that are otherwise material to Aqua and the Aqua Subsidiaries, taken as a whole.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) of the Monsoon Disclosure Letter sets forth a true and complete list, as of the date hereof, of each of the following Contracts to which Monsoon or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any (the “Material Contracts”) are listed in Section 4.8 of their respective properties or assets is bound (including any amendments, supplements and modifications thereto):the Company Disclosure Schedule: (i) any non-competition agreementcommission or sales agreement with an employee, non-solicitation agreementindividual consultant or salesperson, exclusive distribution, franchise or licensing agreement under which a firm or other Contract that includes any provision which materially limits Monsoon organization provides commission or sales-based services to the Company or any Monsoon Subsidiary from engaging of its Subsidiaries, except for those agreements entered into in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel the ordinary course of any Personbusiness; (ii) any Contract that relates to the formation, creation, governance fidelity or control of any partnership, joint venture surety bond or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurredcompletion bond; (iii) any Contract that relates to the acquisition or disposition lease of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing personal property having aggregate outstanding ongoing obligations of the relevant transaction has not occurredCompany or any of its Subsidiaries in excess of $500,000; (iv) other than standard customer contracts previously provided to Parent or that contain indemnification or guaranty provisions in favor of any Contract with person that do not impose any Related Person of Monsoon obligation or liability (contingent or otherwise) on the Company or any Monsoon Subsidiary (other of its Subsidiaries greater than the agreements covered by clause (i) and those contained in contracts previously provided to Parent, any Monsoon Benefit Plan)agreement of indemnification or guaranty to any person; (v) any material Contract pursuant agreement containing any covenant materially limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business or in any geographic territory or to compete with any person, or which grants to any Third Party Approval is required pursuant person any exclusivity to a “change of control” any geographic territory, any customer, or similar clauseany product or service; (vi) any Contract entered into other than on commercial arm’s length termsagreement relating to capital expenditures and involving future payments in excess of $150,000, or purchase orders (including for services) involving future payments in excess of $250,000; (vii) any currency exchange, agreement relating to the disposition of assets or any interest rate exchange, commodity exchange in any business enterprise outside the ordinary course of business or similar Contractany agreement relating to the acquisition of assets or any interest in any business enterprise outside the ordinary course of business; (viii) any Contract entered into by Monsoon mortgages, indentures, loans or any Monsoon Subsidiary in connection with the settlement credit agreements, security agreements or other resolution agreements or instruments relating to the borrowing of any material Action imposing operational restrictions money or conduct requirements on Monsoon the extension of credit (other than security agreements for office or any Monsoon Subsidiary or any similar equipment where the value of their respective Affiliates (including the Indigo Group Companies after the Closing Dateassets secured does not exceed $300,000); (ix) any Contract dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or merchant agreement, joint venture, partnership, strategic alliance or agreement involving the sharing of profits, losses, costs or liabilities with any person or any development, original equipment manufacturer, value added re-seller, remarketer or other than Contracts entered into agreement for distribution, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service of the Company or any of its Subsidiaries or the products or services of any other person that involved payments by the Company and its Subsidiaries of $250,000 or more in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or12 month period ended June 30, 2008; (x) any material liability of the Company or any of its Subsidiaries pursuant to a customer contract or reseller agreement that does not limit the liability of the Company or any of its Subsidiaries to the amount of the total fees paid to the Company or any of its Subsidiaries under such contract; (xi) any material commitment to any customer of the Company or any of its Subsidiaries or other Contract other than as set forth above person to develop or customize any product or service, or to customize or develop any third-party product, service or platform, in either case without compensation in an amount in excess of the cost to the Company or any of its Subsidiaries to perform such commitment, excluding contracts for hardware sold by the Company; (xii) any agreement pursuant to which Monsoon the Company or any Monsoon Subsidiary of its Subsidiaries agreed to provide “most favored nation” pricing or other terms and conditions to any person with respect to the sale, distribution, license or support of any products or services; (xiii) except as disclosed in clauses (i) through (xii) above, any agreement that involved payments or receipts of more than $350,000 in the 12 month period ended December 31, 2007 or that the Company expects to involve payments or receipts of $350,000 or more; and (xiv) any agreement, the termination or loss of which would have a Company Material Adverse Effect. (b) Each Material Contract is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms and, to the Company’s knowledge, each other party thereto, and is in full force and effect, and the Company has performed all obligations required to be performed by it to the date hereof under each Material Contract and, to the Company’s knowledge, each other party to each Material Contract has performed all obligations required to be performed by it under such Material Contract, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has not received notice, nor does it have knowledge, of (i) any violation or default of any obligation under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under), or of any cancellation, termination or indication of intent to no longer perform under, any Material Contract to which it is a party or by which it or any of its properties or assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generallybound, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor indication from any of its Subsidiaries has received written notice of customers or resellers that any actualsuch customer or reseller no longer intends to conduct business with the Company, allegedexcept in each case for such violations, possible defaults, conditions or potential material violation ofterminations that would not, individually or material failure in the aggregate, reasonably be expected to comply with, any term or requirement of any Monsoon have a Company Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo ParentAdverse Effect. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(aSchedules 2.15(a)(i) through (xvi) of the Monsoon Seller Disclosure Letter sets set forth a true complete and complete list, as accurate list of the date hereof, of each of the following all Contracts to which Monsoon the Company or any Monsoon Subsidiary of its Subsidiaries is a party or by to which Monsoon the Company or any Monsoon Subsidiary its Subsidiaries or any of their respective properties or assets the Business is otherwise bound that fall into the following categories (including any amendmentscollectively, supplements and modifications theretothe “Material Contracts”): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision (A) with a Significant Customer pursuant to which materially limits Monsoon the Company or any Monsoon Subsidiary from engaging of its Subsidiaries has received cumulative revenue in excess of $15,000,000 in fiscal year 2019; or (B) with a Significant Supplier pursuant to which the Company or any activity or conducting business with any Person or of its Subsidiaries has cumulative expenditures in any geographic area or from soliciting employees or personnel excess of any Person$15,000,000 in fiscal year 2019 (collectively under (A) and (B), the “Material Commercial Contracts”); (ii) any Contract (other than a Company Employee Plan, a Material Commercial Contract or a Contract that relates is a lease) providing for payments by or to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, Company or any collaborationof its Subsidiaries (or under which the Company or any of its Subsidiaries has made or received such payments) in fiscal year 2019 in an annual aggregate amount of $15,000,000 or more, cooperation or partnering Contractand in the case of a Contract that is a lease, in each case that is material to the Monsoon Business and for which the closing an annual aggregate amount of the relevant transaction has not occurred$1,000,000 or more; (iii) (A) any joint venture Contract, (B) any Contract that relates involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons and (C) any Contract that involves the payment by the Company or any of its Subsidiaries of royalties to the acquisition or disposition of any businessother Person, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurredother than Contracts with respect to Generally Available Software; (iv) any written Contract with any Related Person of Monsoon labor union or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan)collective bargaining agreement or similar Contract with its employees; (v) any material Contract (A) pursuant to which any Third Party Approval other party is required pursuant granted exclusive rights or “most favored party” rights of any type or scope with respect to a any of the Company Products or material Company-Owned Intellectual Property; (B) that materially limits or purports to materially limit the ability of the Company or any of its Subsidiaries, or, upon the consummation of the Transactions, Parent or any Subsidiary of Parent, to compete with any Person, in any line of business, market or field, or develop, sell, supply, manufacture, market, distribute, or support any material product or service, or to make use of any material Company-Owned Intellectual Property including any grants by the Company or its Subsidiaries of exclusive rights or licenses, in each case, in any geographic area or during any period of time; and (C) containing any “change of controltake or pay,” minimum commitments or similar clauseprovisions; (vi) any Contract entered into other than on commercial arm’s length termsstandstill or similar agreement containing provisions prohibiting a Third Party from purchasing Equity Interests of the Company or its Subsidiaries or, in each case, the assets of the Company or its Subsidiaries or otherwise seeking to influence or exercise control over the Company or any of its Subsidiaries; (vii) all Contracts under which any currency exchangematerial Intellectual Property is licensed, interest rate exchangeassigned or transferred to the Company or any of its Subsidiaries by a Third Party, commodity exchange other than (A) Contracts for the license or sale of Company Products or Intellectual Property in the Ordinary Course, (B) Contracts for the in-license of Generally Available Software or Open Source Materials, (C) permitted use rights to confidential information in nondisclosure agreements granting a limited right to use confidential information subject to customary protections to preserve confidentiality and proprietary rights and entered into in the Ordinary Course, and (D) employee invention assignment agreements and consulting agreements with Authors on the Company’s or any of its Subsidiaries’ standard form of agreement, copies of which have been provided to Parent, or a substantially similar Contractagreement (the “Material IP Contracts”); (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of pursuant to which any material Action imposing operational restrictions Company-Owned Intellectual Property is licensed (whether or conduct requirements on Monsoon not such license is currently exercisable), sold, assigned or any Monsoon Subsidiary otherwise conveyed or any of their respective Affiliates (including provided to a Third Party by the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it Company or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generallySubsidiaries, or by principles governing pursuant to which the availability of equitable remedies), (ii) Monsoon Company or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice agreed not to enforce any material Company-Owned Intellectual Property against any Third Party, in each case, excluding (A) Contracts for the license or sale of any actual, alleged, possible Company Products or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of Intellectual Property in the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).Ordinary Course,

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a3.5(a) of the Monsoon Company Disclosure Letter sets forth Schedules lists all Contracts to which any GCL Company is a true and complete listparty, by which any GCL Company is bound or to which any GCL Company or any of its assets or properties are subject that are in effect as of the date hereofof this Agreement and constitute or involve the following (together with all amendments, of waivers or other changes thereto, each of the following Contracts to which Monsoon or any Monsoon Subsidiary is following, a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto“Material Contract”): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Personeach employee collective bargaining Contract; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangementobligations of, or payments to, any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred;GCL Companies of $500,000 or more; (iii) any Contract under which any GCL Company has created, incurred, assumed or guaranteed Indebtedness, has the right to draw upon credit that relates to the acquisition has been extended for Indebtedness, or disposition of any businesshas granted a Lien on its assets, whether by mergertangible or intangible, sale of stock, sale of assets or otherwiseto secure any Indebtedness, in each case for which the closing case, in an amount in excess of the relevant transaction has not occurred;$500,000; (iv) any Contract that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Related GCL Company since March 31, 2022 of any Person or of Monsoon any business entity or division or business of any Monsoon Subsidiary Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such Person or by any other than manner), but excluding any Contracts in which the agreements covered by clause (i) applicable acquisition or disposition has been consummated and any Monsoon Benefit Plan)there are no material obligations ongoing; (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change with outstanding obligations for the sale or purchase of control” personal property, fixed assets or similar clausereal estate, other than sales or purchases in the Ordinary Course; (vi) any Contract entered into not made in the Ordinary Course and not disclosed pursuant to any other than on commercial arm’s length termsclause under this Section 3.5(a) and expected to result in revenue or require expenditures in excess of $500,000 in the calendar year ending March 31, 2023; (vii) any currency exchangejoint venture Contract, interest rate exchangepartnership agreement, commodity exchange limited liability company agreement or similar ContractContract that is material to the business of the GCL Companies, taken as a whole; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates real property leasehold interest (including the Indigo Group Companies after the Closing Date);each, a “Real Property Lease”); (ix) any Contract (other than Contracts entered into all leases or master leases of personal property reasonably likely to result in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess annual payments of $1,000,000; or500,000 or more in a 12-month period; (x) any other Contract other than as set forth above pursuant to which Monsoon any GCL Company (A) licenses or is granted rights from a third party under Intellectual Property that is material to the business of the GCL Companies, taken as a whole, excluding click-wrap, shrink-wrap, off-the-shelf software licenses and any other software licenses that are commercially available on reasonable terms to the public generally with license, maintenance, support and other fees less than $250,000 per year provided such software is not combined with, linked to or distributed with any Owned Company Software or any Monsoon Subsidiary Company Product or (B) licenses or grants to a third party to any rights in or to use Owned Intellectual Property or Owned Company Software (excluding non-exclusive licenses granted to customers, contractors, suppliers or service providers in the Ordinary Course); (xi) the grant of rights to manufacture, produce, assemble, license, market or sell any Company Products; (xii) Contracts with any Governmental Authority; (xiii) any Contract which restricts in any material respect or contains any material limitations on the ability of any GCL Company to compete in any line of business or in any geographic territory, in each case excluding customary confidentiality agreements (or clauses) or non-solicitation agreements (or clauses); (xiv) Contracts between (A) on the one hand, any of the GCL Companies, and (B) on the other hand, any Company Shareholder; (xv) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which a GCL Company is a party that provide for payments by any GCL Company or to any GCL Company in excess of $250,000, in the aggregate, over any 12-month period; (xvi) all Contracts that result in any Person holding an irrevocable power of attorney from any GCL Company that relates to any GCL Company or its business; (xvii) Contracts to which any GCL Company is a party that are of the type that would be required to be filed with the Registration Statement under applicable SEC requirements pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act if the Company was the registrant. (b) True, correct and complete copies of the Contracts required to be listed on Section 3.5(a) of the Company Disclosure Schedules, have been delivered to or made available to SPAC prior to the date of this Agreement, together with all amendments thereto. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) all Material Contracts to which any of the GCL Companies is a party or by which it or any of its assets or businesses is are bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (effect, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other Laws of general application affecting enforcement of creditors’ rights generally, or generally and by principles governing Laws relating to the availability of specific performance, injunctive relief or other equitable remedies), (ii) Monsoon none of the GCL Companies (nor, to the knowledge of the Company, any other party to any such Contract) is or, with the giving of notice, the lapse of time or otherwise, would be in default under any Material Contract to which any of the GCL Companies is or will be a party or by which its applicable Subsidiary assets are bound, (iii) since March 31, 2022, none of the GCL Companies has performed all received any written or, to the Company’s knowledge, oral claim or notice of material obligations required breach of or material default under any Material Contract, (iv) to the Company’s knowledge, no event has occurred which, individually or together with other events, would reasonably be performed expected to result in a material breach of or a material default under any Material Contract by it under a GCL Company or, to the Monsoon Material ContractsCompany’s knowledge, and it is not any other party thereto (in each case, with or without notice or lapse of time, time or both) in material breach or material default thereunder and), to the knowledge of Monsoon, no other party to any Monsoon Material Contract is and (with or without notice or lapse of time, or both) in breach or default thereunder, (iiiv) since January 1March 31, 20142022 through the date hereof, neither Monsoon nor any none of its Subsidiaries the GCL Companies has received written notice of from any actual, alleged, possible customer or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary supplier that is a party will be in effect which purports to legally bind, any Material Contract that such party intends to terminate or impose not renew any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)Material Contract.

Material Contracts. (a) All Contracts required to be Except for this Agreement, the Company Benefit Plans, the Company Real Property Leases, the Company Subleases and agreements filed as exhibits to the Monsoon Company SEC Documents have been so (including those that are filed in a timely manner. Section 5.17(a) of with the Monsoon Disclosure Letter sets forth a true SEC at any time prior to the date hereof and complete listincorporated by reference thereto), as of the date hereofof this Agreement, neither the Company nor any of each of the following Contracts to which Monsoon or any Monsoon Subsidiary its Subsidiaries is a party to or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto):by: (i) any non“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel K of any Personthe SEC); (ii) any Contract that relates with any Top Company Customer or Top Company Vendor pursuant to which material payments are to be made or received by the formation, creation, governance or control of any partnership, joint venture or similar arrangement, Company or any collaboration, cooperation of its Subsidiaries or partnering Contract, in each case that is material to the Monsoon Business and for which the closing obligations of the relevant transaction has not occurredCompany or any of its Subsidiaries will remain outstanding after the date of this Agreement, other than with respect to commercial product Warranties on customary terms; (iii) any Contract that relates under which the Company or any of its Subsidiaries has continuing indemnification, earnout or similar obligations to or by any third person which are material to the acquisition or disposition of any businessCompany and its Subsidiaries, whether by mergertaken as a whole, other than those entered into on customary terms in connection with the distribution, sale of stock, sale of assets or otherwise, in each case for which the closing license of the relevant transaction has not occurredCompany’s products in the Ordinary Course of Business and other than any such Contracts that may be cancelled without liability to the Company or its Subsidiaries upon notice of 90 days or less; (iv) any Contract with concerning the acquisition or divestiture of any Related Person of Monsoon entity or any Monsoon Subsidiary business (other than or all or substantially all of the agreements covered assets of any entity or any business), or any investment in, or acquisition or divestiture of any security of, any entity, by clause (i) and the Company or any Monsoon Benefit Plan)of its Subsidiaries under which the Company or any of its Subsidiaries has any material continuing obligations; (v) any material Contract pursuant to for capital expenditures involving payments of more than $4,000,000 individually or $8,000,000 in the aggregate, by or on behalf of the Company or any of its Subsidiaries, for which any Third Party Approval is required pursuant to a “change reserves have not already been established in the financial statements of control” or similar clausethe Company and its Subsidiaries; (vi) any Contract entered into which is material to the operations of the Company and its Subsidiaries, taken as a whole, involving a joint venture or strategic alliance or partnership agreement or other than on commercial arm’s length termssharing of profits or losses with any person; (vii) any currency exchange, interest rate exchange, commodity exchange or similar ContractContract relating to indebtedness for borrowed money in an amount in excess of $5,000,000 individually; (viii) any Contract entered into by Monsoon with any Top Company Customer or Top Company Vendor containing any, or, to the knowledge of the Company, any Monsoon Subsidiary in connection with the settlement other material Contract containing any material, covenants, commitments, or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary obligations by the Company or any of their respective Affiliates its Subsidiaries (A) not to compete with any person in a line of business or activity, (B) not to engage in any line of business or activity in any geographic location in a line of business, activity or geographic location, (C) granting any exclusive rights to any third party, (D) including “take or pay,” “sole source” or “requirements” obligations, (E) granting any “most favored pricing” or similar terms to any third party, or (F) otherwise prohibiting or limiting the Indigo Group Companies after right of the Closing Date)Company or its Subsidiaries to sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or subassemblies, in each case, other than any such Contracts (x) that may be cancelled without material liability to the Company or any of its Subsidiaries upon notice of 180 days or less, or (y) which are not material to the Company and its Subsidiaries, taken as a whole; (ix) any Contract (other than Contracts entered into in disclosed or required to be disclosed on Section 3.20(g) of the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; orCompany Disclosure Letter; (x) any other Contract Order or settlement or conciliation agreement entered into since January 1, 2018, other than as set forth above (A) releases immaterial in nature and amount entered into with former employees or independent contractors of the Company in the Ordinary Course of Business or (B) settlement agreements which would not require the Company to which Monsoon pay consideration in excess of $2,000,000; (xi) any Contract evidencing an outstanding loan, advance or any Monsoon Subsidiary is a party or investment by which it the Company or any of its assets Subsidiaries to or businesses in, any person (other than the Company or any other Subsidiary of the Company) of more than $5,000,000 in the aggregate (excluding trade receivables and advances to employees for normally incurred business expenses, each arising in the Ordinary Course of Business); (xii) each Material Government Contract (excluding any Government Contracts with universities or similar institutions on customary and reasonable terms); and (xiii) any Contract not described above and pursuant to which the Company or any of its Subsidiaries has paid or received payments in excess of $5,000,000 in the most recent fiscal year, or is bound obligated to pay or subject that entitled to receive payments in excess of $5,000,000 in the 12-month period following the date hereof, in each case, other than (A) Contracts solely between the Company and a wholly owned (direct or indirect) Subsidiary of the Company or solely between wholly owned (direct or indirect) Subsidiaries of the Company, (B) Contracts with customers, suppliers, vendors, or third-party service providers entered into in the Ordinary Course of Business on reasonable terms or (C) Government Contracts. Each contract of any of the types referred to in clauses (i) through (xiii) above in existence as of the date of this Agreement is material referred to the Monsoon Business or the use or operation of their assetsherein as a “Company Material Contract.” (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) All Contracts set forth or required to be set forth in Section 5.17(a) neither the Company nor any Subsidiary of the Monsoon Disclosure Letter Company is in breach of or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it default under the Monsoon terms of any Company Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder Contract and, to the knowledge of Monsoonthe Company, no other party to any Monsoon Company Material Contract is (with or without notice or lapse of time, or both) in breach of or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice under the terms of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Company Material Contract, and (ivii) neither Monsoon nor any of its Subsidiaries has received any written notice each Company Material Contract is a valid and binding obligation of the intention of any party to cancel, terminate, change Company or the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) Subsidiary of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary Company that is party thereto (or words and, to the knowledge of similar import)the Company, Indigo Parent or any Affiliate thereof (of each other than Monsoon or any Monsoon Subsidiary)party thereto, and is in full force and effect, subject to the Remedies Exceptions.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) of the Monsoon Disclosure Letter sets forth a true and complete list, as of the date hereof, of each Schedule 5.12 identifies all of the following Contracts to which Monsoon or any Monsoon Subsidiary is a party the ------------- Subsidiaries are parties or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is the Subsidiaries are bound (including any amendmentscollectively, supplements and modifications thereto"Material Contracts"): (i) any non-competition agreementeach purchase order, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes commitment obligating the Subsidiaries to purchase any provision which materially limits Monsoon products or any Monsoon Subsidiary from engaging in any activity services and providing for an aggregate payment of $1,000 or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Personnot cancelable on 60 days notice; (ii) any Contract that relates all agreements relating to the formationborrowing of money, creation, governance or control liability for the deferred purchase price of any partnership, joint venture property or similar arrangementservices (excluding normal and customary trade payables which are not overdue), or any collaborationinstrument guaranteeing any indebtedness or other liability or any obligation to incur any indebtedness, cooperation including any interest rate swap or partnering Contract, in each case that is material other agreement affecting or relating to interest payable by the Monsoon Business and for which the closing Subsidiary under any of the relevant transaction has not occurredforegoing agreements; (iii) any Contract that relates to the acquisition joint venture, partnership, strategic alliance or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurredother similar arrangement; (iv) any Contract with any Related Person guarantee of Monsoon the obligations of the suppliers, officers, directors or any Monsoon Subsidiary (other than employees of the agreements covered by clause (i) and any Monsoon Benefit Plan)Subsidiaries; (v) any material Contract pursuant agreement limiting, in any manner, the ability of the Subsidiaries to engage in any business anywhere in the world (including, without limitation, any agreements with manufacturers or retailers which any Third Party Approval is required pursuant to a “change of control” contain exclusive dealing or similar clauseprovisions); (vi) any Contract entered into employment, consulting, management, severance or other than on commercial arm’s length termssimilar agreement with any Person; (vii) any currency exchangeunion, interest rate exchangecollective bargaining, commodity exchange works council or similar Contract;agreement; or (viii) any Contract entered into by Monsoon other material contract, agreement, commitment, understanding or any Monsoon Subsidiary in connection with instrument providing for payments to or from the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assetsSubsidiaries. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) Each Material Contract is the valid and binding obligation of the Monsoon Disclosure Letter or filed or required to be filed Subsidiaries, as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are validapplicable, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary against it in accordance with their terms (except insofar as such enforceability may be limited by its respective terms, subject to applicable bankruptcy, insolvency, reorganization, insolvency moratorium or similar Laws other laws affecting the enforcement of creditors’ ' rights generally, or by principles governing and the availability application of equitable remediesprinciples (whether considered in a proceeding at law or in equity). None of the Subsidiaries, or to the Knowledge of the LLC any of the other parties thereto, is in breach or default under (ii) Monsoon including any circumstances that would result in a breach or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (default with or without notice or lapse of time, time or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon such Material Contract is (with or without notice or lapse of timein any material respect, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor has waived any of its Subsidiaries has received written notice material provision of any actual, alleged, possible such Material Contract or potential material violation of, or material failure agreed to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon do so. Neither the LLC nor any of its the Subsidiaries has received any written notice of the intention breach or default (including any written notice of circumstances that would constitute a breach or default with notice or lapse of time or both) or termination under any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon ClosingA true, save as disclosed in Section 5.17(c) complete and correct copy of each Material Contract, including each agreement and instrument listed on Schedule 11.3, ------------- has been provided to Cornerstone on or before the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)Closing Date.

Material Contracts. (a) All Contracts required to be filed as exhibits The Seller has provided to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) Purchaser true, correct and complete copies of all contracts material to the operation of the Monsoon Disclosure Letter sets forth a true and complete listBusiness, as of the date hereofincluding, of each of but not limited to, the following Contracts contracts to which Monsoon the Seller or any Monsoon a Subsidiary is a party (individually a "Material Contract" and collectively the "Material Contracts"): (a) all bonds, debentures, notes, loans, credit or by which Monsoon loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money or binding upon any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendmentsreal, supplements and modifications thereto):personal or mixed, tangible or intangible) of the Seller or its Subsidiaries; (ib) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement all leases relating to Real Property or other Contract that includes leases or licenses involving any provision properties or assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $10,000 individually by the Seller or its Subsidiaries; (c) all contracts or agreements which materially limits Monsoon limit or restrict the Seller or its Subsidiaries or, to the knowledge of the Seller, any Monsoon Subsidiary officers or key employees of the Seller or its Subsidiaries from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Personjurisdiction; (iid) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business all franchising and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (licensing agreements other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts customer contracts entered into in the ordinary course of business consistent with past practicepractice and non-exclusive software licenses for generally available software; (e) which provides any contract or agreement for aggregate future sums due from Monsoon capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Seller or any Monsoon Subsidiary or of its Subsidiaries of an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) amount in excess of $1,000,000; or10,000; (xf) any contract that provides for an increased payment or benefit, or accelerated vesting, upon the execution of the Agreement or in connection with the transactions contemplated hereby; (g) any contract or agreement granting any person a Lien on all or any part of any assets; (h) any contract or agreement for the cleanup, abatement or other Contract actions in connection with any Hazardous Materials (as hereinafter defined), the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (i) any contract or agreement granting to any person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (j) any contract or agreement with any agent, distributor or representative which is not terminable without penalty on thirty (30) calendar days' or less notice; (k) except for contracts with customers entered into in the ordinary course of business consistent with past practice and license agreements with respect to generally available software, any contract or agreement for the granting or receiving of a license or sublicense or under which any person is obligated to pay or has the right to receive a royalty, license fee or similar payment; (l) any contract providing for the indemnification or holding harmless of any officer, director or employee; (m) any joint venture or partnership contract; (n) any customer contract for the provision of goods or services by the Seller; (o) any outstanding power of attorney empowering any Person to act on behalf of the Seller; (p) any contracts, consulting agreements or termination or severance agreements in respect of any officer, employee or former employee (to the extent any obligations remain in existence with respect to such former employee), consultant or independent contractor (other than as set forth above Seller Benefit Plans); and (q) all existing contracts and commitments (other than those described in subparagraphs (a) through (p) of this Section 3.13) to which Monsoon the Seller or any Monsoon Subsidiary of its Subsidiaries is a party or by which it its properties or assets are bound involving an annual commitment or annual payment to or from the Seller or any of its assets Subsidiaries of more than $30,000 individually or businesses which is bound or subject that is otherwise material to the Monsoon Business Business. Copies of all correspondence and a written summary of all oral commitments with respect to the Assumed Contracts that would result in a material modification of such contract or would result in costs or expenses in excess of $15,000 have been provided by the use Seller to the Purchaser or operation such commitments have been quantified in Section 3.11 of the Seller Disclosure Letter. Notwithstanding the foregoing, the Seller has not provided to the Purchaser copies of all nondisclosure agreements, employment letters and software licenses for generally available software. Each of the employment letters that has not been provided to the Seller is substantially in the form included in Section 3.13 of the Seller Disclosure Letter. The Assumed Contracts are legal, valid, binding and enforceable in accordance with their assets. (b) (i) All Contracts set forth or required respective terms with respect to be the Seller and, to the Seller's knowledge, each other party to such Assumed Contracts. Except as set forth in Section 5.17(a) 3.5 of the Monsoon Seller Disclosure Letter Letter, there are no existing defaults or filed breaches of the Seller under any Assumed Contract (or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are validevents or conditions which, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, time or bothboth would constitute a default or breach) in material breach or material default thereunder and, to the knowledge of Monsoonthe Seller, there are no other party to any Monsoon Material Contract is such defaults (or events or conditions which, with or without notice or lapse of time, time or both, would constitute a default or breach) with respect to any third party to any Assumed Contract. Except as set forth in breach Section 3.13 of the Seller Disclosure Letter, the Seller is not participating in any discussions or negotiations regarding modification of or amendment to any Assumed Contract or entry in any new material contract applicable to the Business or the Assets. Section 1.2(d) of the Seller Disclosure Letter identifies each Assumed Contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default thereunderor violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby, including the assignment of such Assumed Contract to the Purchaser. Section 1.2(d) of the Seller Disclosure Letter also identifies each Assumed Contract set forth therein that (iiii) since January 1, 2014, neither Monsoon nor obligates the Seller or any of its Subsidiaries has received written notice of to perform research and development, (ii) contains any actualfixed price research and development obligations or (iii) contains any research and development or deliverable obligations which are currently unfunded, allegednot supported by customer obligations to pay for such efforts on a time and material basis, possible unscheduled or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parentbehind schedule. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a‎4.17(a) of the Monsoon Company Disclosure Letter Schedule sets forth a true and complete list, list as of the date hereofof this Agreement of each of the following Contracts (other than Company Employee Plans and such Contracts solely among the Company and any of its wholly owned Subsidiaries) to which the Company or any of its Subsidiaries is a party or by which it is bound (each such Contract listed or required to be so listed, of and each of the following Contracts to which Monsoon the Company or any Monsoon Subsidiary is of its Subsidiaries becomes a party or by which Monsoon or any Monsoon Subsidiary or any it becomes bound after the date of their respective properties or assets is bound (including any amendmentsthis Agreement, supplements and modifications theretoa “Company Material Contract”): (i) any Contract to which any of the top ten (10) customers or top ten (10) vendors of the Company (determined on the basis of the consolidated revenue or consolidated expenses, as applicable, of the Company and its Subsidiaries, taken as a whole, for the fiscal year ended December 31, 2024) is a party (excluding any immaterial non-competition agreement, non-solicitation agreement, exclusive distribution, franchise disclosure agreements that are ancillary to Contracts pursuant to which payments are made to the Company or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Personits Subsidiaries); (ii) any Contract that relates (A) limits or purports to limit, in any material respect, the formationfreedom of the Company or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, creationin any material respect, governance the freedom of Parent, the Company or control any of their respective Affiliates after the Effective Time, (B) contains any partnershipmaterial exclusivity or material “most favored nation” obligations, joint venture material rights of first refusal, material rights of first offer, material put or call rights or other restrictions or similar arrangement, provisions that are binding on the Company or any collaborationof its Subsidiaries (or, cooperation after the Effective Time, that would be binding on Parent or partnering Contractany of its Affiliates) or (C) otherwise limits or restricts, in each case that is any material to respect, the Monsoon Business and Company or any of its Subsidiaries (or, after the Effective Time, Parent or any of its Affiliates) from hiring or soliciting any Person for which the closing of the relevant transaction has not occurredemployment; (iii) (A) any standard form Contract pursuant to which the Company or any of its Subsidiaries provides the Company Product or other Product to any client and (B) any material Contract (or group of Contracts that, in the aggregate, are material) pursuant to which the Company or any of its Subsidiaries provides the Company Product or other Product to any client that is not on any such standard form or includes any material deviations from any such standard form; (iv) any Contract reasonably expected to result in payments made or received by the Company and its Subsidiaries in excess of $1,500,000 in any year that relates provides for any referral arrangement, commission sharing arrangement or co-marketing arrangement, including any finder’s agreement; (v) any material Contract for which the execution, delivery and performance by the Company of this Agreement or the consummation of any of the Transactions would (A) require any consent or other action (including notice by the Company) thereunder, (B) constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, thereunder, (C) cause or permit the termination, cancellation, acceleration or other change of any material right or obligation (including triggering of a price adjustment, right of renegotiation or other remedy) or the loss of any material benefit to which the Company or any of its Subsidiaries is entitled thereunder or (D) require any material payment by the Company or any of its Subsidiaries thereunder; (vi) promissory notes, loan agreements, indentures, evidences of indebtedness or other instruments providing for or relating to the lending of money, (A) if as borrower or guarantor, in excess of $1,500,000, and (B) if as lender, in excess of $1,500,000; (vii) any material joint venture, profit-sharing, partnership, stockholders, investors rights, registration rights or similar Contract; (viii) any Contracts or series of related Contracts entered into within the last three (3) years relating to the acquisition or disposition of the business, assets or securities of any businessPerson or any business for a price in excess of $1,500,000 (in each case, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract Contracts or other transactions with any (other than Contracts entered into A) executive officer or director of the Company, (B) record or, to the knowledge of the Company, beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliates or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ordinary course Securities Exchange Act) of business consistent with past practice) which provides for aggregate future sums due from Monsoon any such executive officer, director or any Monsoon Subsidiary or an aggregate future liability beneficial owner (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000the foregoing, a “Related Party” and each such Contract, a “Related Party Contract”); orand (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits by the Company pursuant to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(aItem 601(b)(10) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).Regulation S-K.

Material Contracts. (a) All Contracts required to be filed Except as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. set forth on Section 5.17(a3.16(a) of the Monsoon Company Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of each none of the following Contracts to which Monsoon Company or any Monsoon Subsidiary of its Subsidiaries is a party to or bound by any: (A) Contract relating to indebtedness for borrowed money or to mortgaging, pledging or otherwise placing a Lien on any material portion of their assets, (B) Contract relating to any factoring, supplier, trade or vendor financing or (C) Contract under which Monsoon it has advanced or loaned any Monsoon Subsidiary other Person (other than the Company or any of their respective properties or assets is bound its Subsidiaries), in each case of the foregoing clauses (including any amendmentsA) and (B), supplements in an amount in excess of $100,000, and modifications thereto): in case of the foregoing clause (i) any non-competition agreementC), non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or an amount in any geographic area or from soliciting employees or personnel excess of any Person$50,000; (ii) guaranty of any financial obligation made on behalf of any Person other than the Company or any of its Subsidiaries or other guaranty, in each case, in an amount in excess of $100,000; (iii) Contract that relates with respect to any interest rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries); (iv) Contract involving any resolution or settlement of any actual or threatened Proceeding against the Company or any of its Subsidiaries involving (A) a payment in excess of $500,000 which was not covered by insurance and entered into within the last three (3) years or (B) any material ongoing requirements or restrictions on the Company or any of its Subsidiaries; (v) Leased Real Property Leases and Landlord Leases; (vi) lease or agreement under which the Company or any of its Subsidiaries is lessee or lessor of, or holds or operates any material personal property owned by any other party, or permits any Third Party to hold or operate any material personal property owned or controlled by the Company or any of its Subsidiaries, in each case for which the annual rental exceeds $150,000; (vii) agreements (A) relating to any pending or completed material business combination, merger, acquisition or divestiture or similar transaction by the Company or any of its Subsidiaries within the last three (3) years, (B) pursuant to which any of the Company or any of its Subsidiaries has remaining material obligations or liabilities relating to any completed material business combination, merger, acquisition or divestiture or similar transaction, or (C) giving any person the right to acquire any material equity interests, stock, assets or businesses of the Company or any of its Subsidiaries after the date hereof; (viii) Contract concerning (A) the formation, creation, governance operation, management or control of any partnershipjoint venture, joint venture partnership or similar arrangement, agreement or other similar arrangement with a Third Party or (B) the ownership of any collaboration, cooperation equity interest in any entity or partnering Contractbusiness other than the Subsidiaries of the Company, in each case that is material to the Monsoon Business and for which the closing business of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any businessCompany and its Subsidiaries, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to taken as a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)whole; (ix) Contract pursuant to which (A) the Company or any Contract of its Subsidiaries are licensed or otherwise permitted by a Third Party to use any Intellectual Property material to the business of the Company and its Subsidiaries, taken as a whole (other than Contracts non-exclusive licenses of “shrink-wrap”, “click-wrap” and “off-the-shelf” software, and non-exclusive licenses of other software that is generally commercially available with one-time or aggregate annual license, maintenance, support and other fees of $100,000 or less per vendor) or (B) any Third Party is licensed or otherwise permitted to use any material Company Intellectual Property; (x) Contract which (A) expressly limits or prohibits the Company or any of its Subsidiaries from competing or freely engaging in business anywhere in the world, (B) purports to restrict the ability of Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) following the Effective Time to compete in any line of business or (C) contains any right of first refusal, right of first negotiation or offer, “most favored nation,” exclusivity or similar covenants that would materially restrict future business activity of the Company or any of its Subsidiaries following the Effective Time, excluding customary back-solicitation provisions; (xi) with respect to material Company Intellectual Property, any (A) Contract that limits the freedom or right of the Company or any of its Subsidiaries to use such Company Intellectual Property, (B) settlement Contract, consent-to-use or co-existence agreement or (C) Contract providing for the assignment, ownership, creation or development of such Company Intellectual Property (excluding employee and independent contractor agreements on the standard form of the Company or any of its Subsidiaries which are entered into in the ordinary course of business consistent with past practicebusiness); (xii) which provides for aggregate future sums due from Monsoon Contract between any Governmental Entity and the Company or any Monsoon Subsidiary of its Subsidiaries; (xiii) collective bargaining agreement, neutrality agreement, card check agreement or an aggregate future liability any other Contract with any union, works council or other labor organization affecting any employee of the Company or any of its Subsidiaries; (contingent xiv) Contract between the Company or otherwiseany of its Subsidiaries, on the one hand, and any director or officer of the Company or its Subsidiaries or any person beneficially owning 5% or more of the outstanding Shares, on the other hand (except for any Company Benefit Plan); (xv) to Contract with suppliers of the Company and its Subsidiaries paid more than $250,000 for the 12-month period ending September 30, 2023; (xvi) Contract which restricts the payment of dividends or distributions in respect of any Person Equity Interests of the Company and its Subsidiaries; or (in each case xvii) other than Monsoon or customer Contracts entered into in the ordinary course, any Monsoon Subsidiary) other Contract not covered by any other subsection hereof, which involves annual consideration in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets250,000. (b) Section 3.16(b) of the Company Disclosure Schedule contains a list, in alphabetical order, of the Company’s top fifteen customers by revenue for the 12-month period ending September 30, 2023. (c) The Company has delivered or made available to Parent or its Representatives, including by filing as exhibits to Company SEC Documents, as applicable (i) All true and correct copies in all material respects of all written Contracts set forth or that are required to be set forth in on Section 5.17(a3.16(a) of the Monsoon Company Disclosure Letter Schedule and (ii) information on all contracts with the customers set forth on Section 3.16(b) of the Company Disclosure Schedule (clauses (i) and (ii) collectively, the “Company Material Contracts”), together with all material amendments, waivers or filed other changes thereto (but subject, in each case, to redactions of pricing and other competitively sensitive information to the extent required by Antitrust Law). (d) Except for those that have terminated or expired in accordance with their terms, and except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each of the Company and its Subsidiaries have performed the obligations required to be filed performed by it and is not in default under, in breach of, nor in receipt of any written claim of default or breach under, any Company Material Contract, (ii) no event has occurred which, with the passage of time or the giving of notice or both, would result in a default or breach by the Company or any of its Subsidiaries under any Company Material Contract and (iii) as exhibits of the date hereof, to the Monsoon SEC Documents (Knowledge of the “Monsoon Company, there is no breach or threatened breach by the other parties to any Company Material Contracts”) Contract. Except for those that have terminated or expired in accordance with their terms, and except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, all of the Company Material Contracts are valid, binding valid and in full force and effect and constitute legal, valid and binding obligations of the Company or its Subsidiaries party thereto, and are enforceable by Monsoon against the Company or its applicable Subsidiary Subsidiaries party thereto in accordance with their respective terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws affecting creditors’ rights generallygenerally and subject, or by as to enforceability, to general principles governing the availability of equitable remediesequity), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge Knowledge of Monsoonthe Company, no constitute legal, valid and binding obligations of the other party to any Monsoon Material Contract is (or parties thereto, enforceable against such party or parties in accordance with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind their respective terms (except for any confidentiality obligations that as enforceability may arise be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as a result to enforceability, to general principles of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiaryequity).

Material Contracts. (a) All Subsections (i) through (xvi) of Section 3.18(a) of the Company Disclosure Schedule set forth an accurate and complete list of all of the following types of Contracts (x) to which any Group Company is a party, excluding in each case, Contracts under which such Group Company has no outstanding rights or obligations and (y) have not been filed with or furnished to the SEC as an exhibit to the Company’s filings with the SEC (such Contracts as are required to be filed as exhibits to the Monsoon SEC Documents have been so filed set forth in a timely manner. Section 5.17(a3.18(a) of the Monsoon Company Disclosure Letter sets forth a true and complete listSchedule being the “Material Contracts”), as and, other than this Agreement, none of the date hereof, of each of the following Contracts to which Monsoon Company or any Monsoon Subsidiary of its Subsidiaries is a party to or bound by which Monsoon or any Monsoon Subsidiary or any Material Contracts not listed in Section 3.18(a) of their respective properties or assets is bound (including any amendments, supplements and modifications thereto):the Company Disclosure Schedule: (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel would be required to be filed by the Company pursuant to Item 4 of any Personthe Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract that relates relating to (A) the formation, creation, governance operation, management or control of any a partnership, joint venture venture, limited liability company or similar arrangementarrangement with the Group Company making investment in the amount of more than US$50,000,000, (B) strategic cooperation or partnership arrangements, or (C) other similar agreements outside the ordinary course of business involving a sharing of profits, losses, costs or liabilities by any collaboration, cooperation or partnering Contract, in each case Group Company that is material to the Monsoon Business and for which the closing business of the relevant transaction has not occurredCompany; (iii) any Contract that relates involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to (other than travel and entertainment allowances to the acquisition employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or disposition investment in, any person other than a Group Company or any Contract relating to the making of any businesssuch loan, whether by merger, sale of stock, sale of assets advance or otherwise, in each case for which investment that is material to the closing financial status of the relevant transaction has not occurredCompany; (iv) any Contract with any Related Person involving Indebtedness of Monsoon the Company or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan)of its Subsidiaries in excess of US$50,000,000; (v) any Contract granting or evidencing a Lien on any material Contract pursuant to which properties or assets of the Company or any Third Party Approval is required pursuant to of its Subsidiaries, other than a “change of control” or similar clausePermitted Encumbrances; (vi) any Contract entered into for the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that have a fair market value or purchase price of more than US$50,000,000 (by merger, purchase or sale of assets or stock or otherwise) or pursuant to which the Company or any of its Subsidiaries have continuing, indemnification, guarantee, “earn-out” or other than on commercial arm’s length termscontingent payment obligations; (vii) any currency exchangeContracts involving any resolution or settlement of any actual or threatened material litigation, interest rate exchangearbitration, commodity exchange claim or similar Contractother dispute; (viii) any Contract entered into for the employment of any officer, individual employee or other person by Monsoon the Company or any Monsoon Subsidiary of its Subsidiaries on a full-time or consulting basis or any severance agreements calling for payments in connection with the settlement excess of US$10,000,000 annually; (ix) any non-competition Contract or other resolution Contract that purports to limit, curtail or restrict in any material respect the ability of the Company or any of its Subsidiaries to compete in any geographic area, industry or line of business that is material to the business of the Company; (x) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any material Action imposing operational restrictions person or conduct requirements on Monsoon assets that have a fair market value or purchase price of more than US$50,000,000; (xi) any Contract (other than Contracts granting Company Options or Company RSUs) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any payment in excess of US$50,000,000 to be made by the Company or any Monsoon Subsidiary of its Subsidiaries or (B) the value of the outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of US$50,000,000; (xii) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of the Company or any of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guarantee by the Company or any of its Subsidiaries; (xiii) any material Contract providing for (A) a license, covenant not to s▇▇ or other right granted by any Third Party under any Intellectual Property to the Company or any of its Subsidiaries, (B) a license, covenant not to s▇▇ or other right granted by the Company or any of its Subsidiaries to any Third Party under any Intellectual Property, other than agreements for off-the-shelf Software, (C) an indemnity of any person by the Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or violation of any Intellectual Property right, or (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any person by reason of the ownership, use, sale or disposition of Intellectual Property; (xiv) any material Contract outside the ordinary course of business of the Company or not on arm’s length terms between the Company or any of its Subsidiaries, on one hand, and any Affiliate or other entity in which any Group Company has a direct or indirect equity interest, or director, or executive officer, or any person beneficially owning ten percent (10%) or more of the outstanding Equity Securities of any Group Company or any of their respective Affiliates (including other than the Indigo Group Companies after Companies), or immediate family members or any of the Closing Date)respective Affiliates of such family members, on the other hand; (ixxv) any Contract which have not been covered by subsections (other i) through (xiv) and involves consideration of more than Contracts entered into US$50,000,000, in the ordinary course aggregate, over the remaining term of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000such Contract; or (xxvi) any other Contract other than as set forth above which could reasonably be expected to which Monsoon or any Monsoon Subsidiary is have a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assetsCompany Material Adverse Effect. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) Each Material Contract is a legal, valid and binding obligation of the Monsoon Disclosure Letter or filed or required to be filed a Group Company, as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are validapplicable, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary against the such Group Company in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcyits terms, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing subject to the availability of equitable remedies), Bankruptcy and Equity Exception; (ii) Monsoon or to the knowledge of the Company, each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its applicable Subsidiary has performed all material obligations required terms, subject to be performed by it under the Monsoon Material ContractsBankruptcy and Equity Exception, and it is not (with or without notice or lapse of time, or bothiii) in material breach or material default thereunder no Group Company and, to the knowledge of Monsoonthe Company, no other party counterparty, is or is alleged to any Monsoon Material Contract is (with or without notice or lapse of time, or both) be in material breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply withdefault under, any term or requirement of any Monsoon Material Contract, and ; (iv) neither Monsoon nor to the knowledge of the Company, no person intends to terminate or cancel any of its Subsidiaries Material Contract; (v) no Group Company has received any written notice claim of default under any such Material Contract and, to the Company’s knowledge, no fact or event exists that would give rise to any claim of default under any Material Contract; and (vi) neither the execution of this Agreement nor the consummation of any Transaction shall constitute a material default under, give rise to cancellation rights under, or otherwise adversely affect any of the intention material rights of any party to cancel, terminate, change the scope of rights Group Company under or fail to renew any Monsoon Material Contract. True The Company has furnished or made available to Parent true and complete copies of each written Monsoon all Material ContractContracts, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and any amendments thereto and waivers thereunder) have been made available to Indigo Parentthereto. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) of the Monsoon The Disclosure Letter sets forth a true and complete list, list as of the date hereof, hereof of each of the following Contracts to which Monsoon or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto): all (i) any non-competition agreementContracts for borrowed money or guarantees thereof, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Person; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into in the ordinary course of business consistent with the past practicepractice of the Company involving less than $2,000,000 individually or $10,000,000 in the aggregate or Contracts between the Company and any of its wholly owned Subsidiaries or between any of the Company's wholly owned Subsidiaries, (ii) which provides for aggregate future sums due from Monsoon Contracts involving any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any Monsoon other similar transaction (including any option with respect to any of these transactions), or any combination of these transactions (each a "Derivative" and collectively, "Derivatives"), other than Derivatives entered into in the ordinary course of business consistent with the past practice of the Company and with the Company's policies regarding Derivatives as previously disclosed to Purchaser, (iii) Contracts containing covenants by the Company or any Subsidiary restricting its ability or an aggregate future the ability of any of the affiliates of the Company or any of its Subsidiaries to engage in any line of business, (iv) Contracts to purchase materials, supplies or other assets, other than purchase orders entered into in the ordinary course of business consistent with the past practice of the Company and other Contracts involving obligations of less than $2,000,000 individually and $10,000,000 in the aggregate, (v) Contracts to purchase or acquire advertising or other product promotion or brand support other than spot orders purchased in the ordinary course of business or involving commitments by the Company of less than $1,000,000, (vi) Contracts with distributors, brokers or sales agents for the distribution of the products of the Company in any of the Key Jurisdictions identified as Category A Key Jurisdictions in the Disclosure Letter or in which the Company acts as distributor, broker or sales agent for others in any Key Jurisdiction, other than Contracts involving or likely to involve payments of less than $200,000 per year, (vii) Contracts entered into by the Company since January 1, 1986 and in which the Company's surviving liability (contingent including indemnities) could reasonably be expected to exceed $1,000,000 and involving the sale or otherwiseother disposition by the Company of one or more business units, divisions or entities (including former Subsidiaries), (viii) to Contracts involving the investment, including by way of capital contribution, loan or advance, by the Company or any Person of its Subsidiaries of more than $1,000,000 in any other person, firm or entity (in each case other than Monsoon wholly-owned Subsidiaries), other than investments no longer owned by the Company or any Monsoon Subsidiaryits Subsidiaries, (ix) in excess other Contracts under which the obligation of the Company and its Subsidiaries is $1,000,000; or 1,000,000 or more, and (x) any other Contract other promotion Contracts in the United States with the Company's ten largest customers having a term of longer than three (3) months (all Contracts described in each of the categories (i) through (x) above, "Material Contracts"). For the purposes of this Agreement, "Key Jurisdiction" shall mean each of the countries identified as set forth above such in the Disclosure Letter. "Category A Key Jurisdiction" shall mean each of the countries identified as such in the Disclosure Letter. All Contracts to which Monsoon the Company or any Monsoon Subsidiary of its Subsidiaries is a party or by which it or any of its their respective assets or businesses is are bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are validvalid and binding, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary against the parties thereto in accordance with their terms (respective terms, except insofar as where the failure to be so valid and binding, in full force and effect or enforceable would not individually or in the aggregate have a Material Adverse Effect. There is not under any such enforceability may be limited by applicable bankruptcyContract, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generallyany existing default, or by principles governing the availability of equitable remedies)event, (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without which after notice or lapse of time, or both) in material breach or material default thereunder and, to would constitute a default, by the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent Company or any of its Affiliates that is subject Subsidiaries, or to the terms of a confidentiality agreement with a third Company's knowledge, any other party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon any such defaults or any Monsoon Subsidiary)events which, individually or in the aggregate, would not have a Material Adverse Effect.

Material Contracts. (a) All Section 4.19 of the Company Disclosure Schedule contains a complete and correct list of each of the following contracts: (i) Contracts required to be filed as exhibits by the Company with the SEC pursuant to Item 601 of Regulation S-K under the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) of the Monsoon Disclosure Letter sets forth a true and complete list, as of the date hereof, of each of the following Contracts to which Monsoon or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Person1933 Act; (ii) each Contract between the Company or any of its Subsidiaries and any of the 20 largest customers of the Company and its Subsidiaries by monthly recurring revenue for the quarter ended June 30, 2009; (iii) except for the Contracts disclosed in clauses (i) and (ii) above and any other customer Contract, each Contract that relates involves performance of services or delivery of goods, materials, supplies or equipment by the Company or any of its Subsidiaries, or the payment therefor, by the Company or any of its Subsidiaries providing for either (A) annual payments of $1,000,000 or more or (B) aggregate payments of $2,000,000 or more; (iv) each Company Lease relating to the formation, creation, governance or control of any data center; (v) any partnership, joint venture or other similar agreement or arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iiivi) any each Contract that relates relating to the acquisition or disposition of any business, business (whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange each Contract relating to Indebtedness or similar Contract; (viii) any Contract entered into the deferred purchase price of property of or by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary Company or any of their respective Affiliates its Subsidiaries (including the Indigo Group Companies after the Closing Date); (ixin either case, whether incurred, assumed, guaranteed or secured by any asset) any Contract (entered into other than Contracts entered into in the ordinary course of business consistent with past practice; (viii) each Contract to which provides for aggregate future sums due from Monsoon the Company or any Monsoon Subsidiary of its Subsidiaries is a party creating or an aggregate future liability granting a Lien (contingent including Liens upon properties acquired under conditional sales, capital leases or otherwiseother title retention or security devices), other than Permitted Liens; (ix) to each Contract under which the Company or any of its Subsidiaries has, directly or indirectly, made any loan, capital contribution to, or other investment in, any Person (in each case other than Monsoon the Company or any Monsoon Subsidiaryof its Subsidiaries and other than extensions of credit or loans in the ordinary course of business consistent with past practice); (x) any agency, dealer, sales representative, marketing or other similar agreement involving the payment or receipt of annual payments in excess of $500,000; (xi) each Contract that contains any exclusivity provisions restricting the Company or any of its Affiliates or that limits the freedom of the Company or any of its Affiliates to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Company or any of its Affiliates after the Closing Date; (xii) each Contract providing for indemnification of any Person with respect to material liabilities relating to any current or former business of the Company, any of its Subsidiaries or any predecessor Person other than indemnification obligations of the Company or any of its Subsidiaries pursuant to the provisions of a Contract entered into by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practices and that could not reasonably be expected to have a Material Adverse Effect on the Company; and (xiii) any other agreement, commitment, arrangement or plan not made in the ordinary course of business involving the payment or receipt of annual payments in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth As of the date of this Agreement, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each agreement, contract, plan, Company Lease, arrangement or commitment disclosed in the Company Disclosure Schedule or required to be set forth in disclosed pursuant to this Section 5.17(a4.19 (each, a “Material Contract”) is a valid and binding agreement of the Monsoon Disclosure Letter Company or filed or required to be filed a Subsidiary, as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are validcase may be, binding and is in full force and effect effect, and are enforceable by Monsoon none of the Company, any of its Subsidiaries or, to the knowledge of the Company, any other party thereto is in default or its applicable Subsidiary breach in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all any material obligations required to be performed by it respect under the Monsoon Material Contractsterms of any such agreement, and it is not (with contract, plan, Company Lease, arrangement or without notice or lapse of timecommitment, or both) in material breach or material default thereunder and, to the knowledge of Monsoonthe Company, no other party to any Monsoon Material Contract is (event or circumstance has occurred that, with or without notice or lapse of time, time or both) in breach or , would constitute any event of default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) To the knowledge of the Monsoon Disclosure LetterCompany, as of the date of this Agreement no Contract to which Monsoon or any Monsoon Subsidiary person is a party will be in effect which purports to legally bindrenegotiating, or impose has an express right (absent any duty, obligation default or other Liability breach of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject Material Contract) pursuant to the terms of a confidentiality agreement with a third party) onany Material Contract to renegotiate, either expressly any material amount paid or through a reference payable to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent Company under any Material Contract or any Affiliate thereof other material term or provision of any Material Contract. As of the date of this Agreement, the Company has not received any written indication of an intention to terminate any of the Material Contracts by any of the parties to any of the Material Contracts. (other than Monsoon or any Monsoon Subsidiary)d) Complete and correct copies of each Material Contract in existence as of the date of this Agreement have been made available by the Company to Parent prior to the date of this Agreement.

Material Contracts. (a) All Contracts required to be filed Except as exhibits to the Monsoon SEC Documents have been so filed disclosed in a timely manner. Section 5.17(a) 2.9 of the Monsoon Seller Disclosure Letter sets forth a true and complete listLetter, as neither of the date hereofTransferred Companies nor any of their respective Subsidiaries, or, in the case of each of the following Contracts to which Monsoon or any Monsoon Subsidiary Shared Contract, Seller Group, is a party to or bound by: (i) any agreement relating to Indebtedness (whether incurred, assumed, guaranteed or secured by which Monsoon any asset); (ii) any joint venture, partnership or other similar agreements or arrangements (including any Monsoon Subsidiary agreement providing for joint research, development or marketing); (iii) any agreement or series of related agreements, including any option agreement, within the past five years, relating to the acquisition of, investment in or disposition of any business, equity interests or assets of any other Person, any material real property or assets (whether by merger, sale of equity interests, sale of assets or otherwise); (iv) any agreement that (A) materially limits the freedom of any of the Transferred Companies or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging Subsidiaries to compete in any activity line of business or conducting business with any Person or in any geographic area or from soliciting employees that would so limit the freedom of Buyer or personnel of its Affiliates or any Person; Target Company after the Closing or (iiB) contains material exclusivity obligations, “most favored nation” provisions, “shiny new product” provisions or other similar restrictions, rights or obligations binding on any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangementTarget Company, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon would be binding on Buyer or any Monsoon Subsidiary (other than of its Affiliates after the agreements covered by clause (i) and any Monsoon Benefit Plan)Closing; (v) any material Contract pursuant to which agreement or series of related agreements providing for the purchase of materials, supplies, goods, services, equipment or other assets that provides for aggregate payments by any Third Party Approval is required pursuant to a “change of control” the Transferred Companies or similar clauseany of their respective Subsidiaries of $500,000 or more for the year ended December 31, 2019; (vi) any Contract entered into agreement or series of related agreements providing for the sale by any of the Transferred Companies or any of their respective Subsidiaries of materials, supplies, goods, services, equipment or other than on commercial arm’s length termsassets that provides for aggregate payments to any of the Transferred Companies or any of their respective Subsidiaries pursuant to which the Transferred Companies or any of their respective Subsidiaries received revenues of $2,000,000 or more for the fiscal year ended December 31, 2019; (vii) any currency exchangeagreement pursuant to which any of the Transferred Companies or any of their respective Subsidiaries is the lessee or lessor of any tangible personal property that involves an aggregate future or potential liability or receivable, interest rate exchangeas the case may be, commodity exchange or similar Contractin excess of $100,000; (viii) any Contract entered into by Monsoon agreement relating to any interest rate, derivatives or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)hedging transaction; (ix) any Contract agreement with any Governmental Authority, including Governmental Contracts; (other than Contracts entered into in x) any agreement (including any “take-or-pay” or keepwell agreement) under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of any of the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon Transferred Companies or any Monsoon Subsidiary of their respective Subsidiaries or an aggregate future liability (contingent B) any of the Transferred Companies or otherwise) to any of their respective Subsidiaries has directly or indirectly guaranteed any liabilities or obligations of any other Person (in each case other than Monsoon endorsements for the purpose of collection in the ordinary course of business); (xi) any agreement material to the Business (A) pursuant to which any of the Target Companies (1) receives a license to use Intellectual Property or (2) provides or otherwise grants any other Person a license to use Owned Intellectual Property or (B) that is a settlement or coexistence Contract relating to Owned Intellectual Property, in each case, other than (x) licenses for Software that is generally commercially available (or available on an open source basis) or pre-installed in hardware that requires annual license payments less than $500,000 and (y) non-exclusive licenses granted by Seller to customers and suppliers in the ordinary course of business; (xii) any settlement, conciliation or similar agreement with a Governmental Authority or other Person pursuant to which the Business or any Monsoon Subsidiaryof the Transferred Companies or any of their respective Subsidiaries will (A) have a payment obligation in excess of $1,000,000100,000, (B) have any ongoing, non-monetary obligation binding on any Target Company, or (C) be subject to injunctive relief after the date hereof; (xiii) any agreement that relates both to the Business, on the one hand, and the Retained Business, on the other hand (each, a “Shared Contract”), other than any Shared Contracts for general, corporate and administrative or similar services; (xiv) any agreement for capital expenditures in excess of $250,000 in the next 12 months following the date hereof or in excess of $1,000,000 in the aggregate; (xv) any agreement that grants to any Person any right of first refusal, right of first offer or similar right or that limits the ability of any Target Company to transfer, pledge or otherwise dispose of any asset of the Business; (xvi) any agreement with a Material Commercial Relationship; (xvii) any Labor Contract; (xviii) any Seller Guaranty; or (xxix) any agreement for the employment or engagement of any Business Employee or independent contractor on a full-time, part-time, consulting or other Contract other than as basis (A) providing for an annual base salary or fee in excess of $160,000, (B) at the director level or above or (C) that is not terminable upon 30 days’ notice or less without any liability to any Target Company; or (xx) any agreement that (A) is not otherwise set forth above to which Monsoon on Section 2.9 of the Seller Disclosure Letter, (B) involves annual payments in excess of $2,000,000 and (C) is not terminable by the Target Companies (without penalty or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assetscost) on less than 90 days’ notice. (b) (i) All Contracts set forth Each agreement, commitment, arrangement or plan disclosed or required to be set forth disclosed in the Seller Disclosure Letter pursuant to this Section 5.17(a2.9, Section 2.10, Section 2.11 or Section 2.20 (each, a “Material Contract”) is a valid and binding agreement of the Monsoon Disclosure Letter Transferred Companies or filed one of their respective Subsidiaries or, in the case of any Shared Contract, Seller or required to be filed as exhibits any of its Affiliates (other than a Target Company) (subject to the Monsoon SEC Documents (the “Monsoon Material Contracts”Enforceability Exceptions) are valid, binding and is in full force and effect effect, and are enforceable by Monsoon none of the Transferred Companies, any Subsidiary of the Transferred Companies or, to the Knowledge of Seller, any other party thereto is in default or its applicable Subsidiary breach in accordance with their terms any material respect under (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required is alleged to be performed by it under in default or breach in any material respect under) the Monsoon terms of any such Material ContractsContract, and it is not (and, to the Knowledge of Seller, no change, event, circumstance, development, occurrence or effect has occurred or exists, that, with or without notice or lapse of timetime or both, would reasonably be expected to (i) constitute an event of default, breach, or bothviolation thereunder or (ii) give any Person the right to cancel or terminate or materially and adversely modify the economic terms of any Material Contract except, in each case, as would not be material breach or material default thereunder and, to the knowledge Target Companies, taken as a whole. (c) None of Monsoon, no other party to any Monsoon Material Contract is (with Seller or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party or threat to cancel, terminate, change the scope of rights under materially and adversely amend or fail to modify (including payment terms, price, duration or otherwise) or not renew (or renew on materially different terms) any Monsoon Material Contract. True A true, correct and complete copies copy of each written Monsoon Material ContractContract has been furnished to Buyer. Since December 31, and a summary 2019, there has been no agreement or arrangement (including any amendment to, modification to or waiver of each oral Monsoon Material Contractany term of any satellite capacity agreement) that does, listed or would reasonably be expected to, defer, delay or extend the due date for, any payment obligations of Seller Group in Section 5.17(a) connection with the Business or of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo ParentTarget Companies. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a3.17(a) of the Monsoon Company Disclosure Letter sets forth Schedule contains a true correct and complete list, as of the date hereof, of each list of the following Contracts to which Monsoon the Company or any Monsoon Subsidiary of its Subsidiaries is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties assets are currently bound or assets is bound subject (including and with respect to any amendmentsoral Contract provides a complete description of the terms of such Contract) (collectively, supplements and modifications theretothe “Material Contracts”): (i) each Contract that involves performance of services by the Company or any non-competition agreementof its Subsidiaries of an amount or value in excess of $10,000; (ii) each Contract that involves performance of services or delivery of goods or materials to the Company or any of its Subsidiaries of an amount or value in excess of $10,000; (iii) each Contract that was not entered into in the Ordinary Course of Business that involves expenditures or receipts in excess of $10,000; (iv) all notes, non-solicitation agreementloans, exclusive distributioncredit agreements, franchise or licensing agreement or mortgages, indentures, security agreements, operating leases, capital leases and other Contract that includes any provision which materially limits Monsoon relating to Indebtedness of the Company or any Monsoon Subsidiary from engaging of its Subsidiaries and any Contract of suretyship or guaranty; (v) each Contract for capital expenditures in excess of $10,000; (vi) each Contract with management, independent contractors, or consultants (or similar arrangements) which are not cancellable without penalty or further payment and without thirty (30) days’ or more notice; (vii) all employee agreements, Contracts with consultants and independent contractors, and all bonus, commission, compensation, pension, insurance, retirement, deferred compensation and other plans, Contracts and other arrangements for the benefit of any Company Employee; (viii) each Contract with any broker, distributor, dealer, representative, franchise, agency, sales promotion, market research, marketing consultant or advertising company; (ix) each Contract that limits the ability of the Company or any of its Subsidiaries (or any manager or officer thereof) to compete in any activity line of business or conducting business with any Person or in any geographic area or from soliciting employees during any period of time; (x) each power of attorney of the Company or personnel any of its Subsidiaries that is currently effective and outstanding; (xi) each license agreement or other Contract relating to Intellectual Property owned or license by the Company or used in connection with the Business (each a “License Agreement”); (xii) each Contract containing any restrictions with respect to payment of dividends or any other distributions in respect of the capital stock of the Company or its Subsidiaries; (xiii) each Company Contract, including any stock option plan, stock appreciation rights plan or stock purchase plan related to shares of the Company’s stock, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xiv) each Contract concerning the issuance, delivery, pledge or other encumbrance, proxy, redemption, sale or disposal of any shares of capital stock or other securities of the Company or its Subsidiaries or the creation, issuance, delivery, pledge or other encumbrance, proxy, redemption, sale or disposal of any securities convertible into, or rights with respect to, or options or warrants to purchase or rights to subscribe to, any shares of capital stock or other securities of the Company or its Subsidiaries; (xv) each joint venture, partnership or other Contracts involving a share of profits or losses with another Person; (iixvi) each Contract between or among the Company or any of its Subsidiaries, the Seller or any Affiliate or Related Person of the Company or the Seller; (xvii) any material Contract that relates to the formation, creation, governance which is terminable upon or prohibits a change of ownership or control of the Company; (xviii) each Contract granting or permitting any partnership, joint venture Lien upon the assets or similar arrangement, the properties of the Company or any collaboration, cooperation or partnering of its Subsidiaries; and (xix) each other Contract, whether or not made in each case that the Ordinary Course of Business, which is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it Company or any of its assets or businesses is bound or subject that is material to the Monsoon Business Subsidiaries or the use conduct of the Business, or operation the absence of their assetswhich would have a Material Adverse Effect. (b) The Company has delivered to Buyer a correct and complete copy of each written Material Contract (i) All Contracts set forth or required as amended to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon date). Each Material Contracts”) are Contract is valid, binding and enforceable on all respective parties thereto and is in full force and effect. Each Material Contract will continue to be valid, binding, enforceable on all respective parties thereto, and in full force and effect and are enforceable by Monsoon on identical terms following the consummation of the transactions contemplated hereby. The Company or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium Subsidiaries have not received any notice from any other party to a Material Contract of the termination or similar Laws affecting creditors’ rights generallythreatened termination thereof, or by principles governing the availability of equitable remedies)any claim, (ii) Monsoon dispute or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contractscontroversy with respect thereto, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder andnor, to the knowledge Knowledge of Monsoonthe Seller and the Company, no other party has any event occurred or circumstance exists, which could reasonably be expected to any Monsoon result in such termination, claim, dispute or controversy. (c) The Company or its Subsidiaries, as the case may be, has performed in all material respects all obligations imposed on it to date under each Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon Contract. Neither the Company nor any of its Subsidiaries has received written notice of is in breach or default in any actual, alleged, possible or potential material violation of, or material failure to comply with, respect under any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor no event has occurred or circumstances exist which, with notice or lapse of time or both, would constitute a material breach or default by the Company or any of its Subsidiaries has received any written notice thereunder or permit termination, modification or acceleration thereunder. (d) To the Knowledge of the intention of Seller and the Company, no other party is in breach or default in any party to cancel, terminate, change the scope of rights material respect under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and no event has occurred or circumstances exist which, with notice or lapse of time or both, would constitute a summary material breach or default by any other party thereunder or permit termination, modification or acceleration thereunder. No other party has repudiated any provision of each oral Monsoon any Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (ce) Upon Closing, save as disclosed in Section 5.17(c) None of the Monsoon Disclosure Letter, no Contract payments required to which Monsoon be made by the Company or any Monsoon Subsidiary is a party will be in effect which purports of its Subsidiaries under any Material Contract has been prepaid more than thirty (30) days prior to legally bindthe due date of such payment thereunder. (f) No consent of, or impose notice to, any duty, obligation or other Liability of third party is required under any kind (except for any confidentiality obligations that may arise Material Contract as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or in connection with, and neither the enforceability nor any of its Affiliates that is subject to the terms or provisions of a confidentiality agreement with a third party) onany Material Contract will be affected in any manner by, either expressly or through a reference to affiliates the execution, delivery and performance of Monsoon this Agreement, or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)transactions contemplated hereby.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) of the Monsoon Disclosure Letter sets forth a true and complete listExcept for this Agreement, as of the date hereof, neither the Company nor any of each of the following Contracts to which Monsoon or any Monsoon Subsidiary its Subsidiaries is a party to or bound by which Monsoon or (any Monsoon Subsidiary or any contract of their respective properties or assets is bound (including any amendments, supplements and modifications theretothe type described in this Section 4.21(a) being referred to herein as a “Company Material Contract”): (i) any non-competition agreementoutbound lease, non-solicitation agreementlicense, exclusive distribution, franchise or licensing agreement sale or other Contract that includes any provision which materially limits Monsoon similar agreement providing for the sale, lease or license by the Company or any Monsoon Subsidiary from engaging of its Subsidiaries of goods, services, Intellectual Property or other assets that is expected to result in either (A) annual payments to the Company or any of its Subsidiaries of $350,000 or more, or (B) aggregate payments to the Company or any of its Subsidiaries of $1,000,000 or more over the next five (5) years, except for any such contract between the Company and/or any of its Subsidiaries; (ii) any inbound lease, license, purchase or other similar agreement for the purchase, lease or license by the Company or any of its Subsidiaries of goods, services, Intellectual Property or other assets that is expected to result in either (A) annual payments by the Company or any of its Subsidiaries of $350,000 or more, or (B) aggregate payments by the Company or any of its Subsidiaries of $1,000,000 or more over the next five (5) years, except for any such contract between the Company and/or any of its Subsidiaries; (iii) any contract or agreement evidencing (A) outstanding indebtedness for borrowed money, or (B) an obligation of the Company or any of its Subsidiaries to guarantee, or otherwise indemnify or hold harmless any Person, in respect of indebtedness for borrowed money, in the case of each of clauses (A) and (B), in or for an amount of $350,000 or more, except for any such contract or agreement between the Company and/or any of its Subsidiaries; (iv) any joint venture, partnership, strategic alliance, or similar agreement; (v) any contract or agreement relating to the acquisition or disposition of any material business or any interest therein under which the Company or any of its Subsidiaries has any material outstanding rights or obligations; (vi) any contract or agreement that limits, or purports to limit, in any activity material respect, the ability of the Company or conducting any of its Subsidiaries to compete in a line of business or with any Person or in any geographic area or from soliciting employees or personnel during any period of any Person; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length termstime; (vii) any currency exchangecontract or agreement that, interest rate exchangeupon the consummation of the transactions contemplated by this Agreement, commodity exchange will result in any of Parent or similar Contract;any of its Subsidiaries or any of the Company or any of its Subsidiaries, granting any rights or licenses to any material Intellectual Property of any of Parent or any of its Subsidiaries or any of the Company or any of its Subsidiaries, to any Third Party; and (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, other than Item 601(b)(10)(iii)). (i) Each Company Material Contract entered into by Monsoon is in full force and effect, (ii) no written or, to the Knowledge of the Company, other claim of default under or any Monsoon Subsidiary in connection with the settlement or other resolution cancellation of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including Company Material Contract has been received by the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it Company or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material ContractsSubsidiaries, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon the Company nor any of its Subsidiaries has received written notice of is, in any actualmaterial respect, alleged, possible in breach or potential material violation of, or material failure to comply withdefault under, any term or requirement of any Monsoon Company Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice and, to the Knowledge of the intention of Company, no other party is, in any party to cancelmaterial respect, terminatein breach or violation of, change the scope of rights under or fail to renew default under, any Monsoon Company Material Contract. True As of the date hereof, the Company has heretofore delivered or made available to Parent true and complete copies of each written Monsoon all Company Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo ParentContracts. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) 4.18 of the Monsoon Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of each of Schedule lists the following Contracts to which Monsoon the Company or any Monsoon Company Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any as of their respective properties or assets is bound the date hereof (including any amendments, supplements and modifications theretothe “Company Material Contracts”): (i) any non-competition agreementall Contracts that purport to limit, non-solicitation agreement, exclusive distribution, franchise curtail or licensing agreement or other Contract that includes any provision which materially limits Monsoon restrict the right of the Company or any Monsoon Company Subsidiary from engaging in any activity material respect (A) to engage or conducting compete in any line of business in any geographic area, with any Person or in during any geographic area period of time, or from soliciting employees (B) to solicit or personnel of hire any Person; (ii) any Contract that relates to grants any Person other than the formationCompany or any Company Subsidiary any (A) exclusive license, creationsupply, governance distribution or control other rights, (B) material “most favored nation” rights, (C) material rights of any partnershipfirst refusal, joint venture rights of first negotiation or similar arrangementrights, (D) exclusive rights to purchase any Company products, including products produced through foundry services, (E) material guaranteed availability of supply or any collaborationservices for a period greater than twelve (12) months, cooperation (F) guarantee as to foundry capacity or partnering Contractpriority, in each case that is (G) material to the Monsoon Business and rebates or (H) price guarantees for which the closing of the relevant transaction has not occurreda period greater than twelve (12) months; (iii) any Contract that relates relating to the disposition or acquisition by the Company or disposition any Company Subsidiary of any business, business (whether by merger, sale or purchase of stockassets, sale or purchase of assets stock or equity ownership interests or otherwise) (A) entered into on or after January 1, in each case for which 2006 (whether or not such acquisition or disposition has been consummated prior to the closing date of the relevant transaction has not occurredthis Agreement), or (B) that contains ongoing non-competition or material indemnification obligations or other material ongoing obligations; (iv) any Contract with any Related Person of Monsoon listing separately, except for such Contracts that have expired or any Monsoon Subsidiary been terminated and have no ongoing obligations (other than confidentiality obligations or indemnity obligations), all (A) In-Bound Patent Licenses, the primary purpose of which is to license one or more Patents, (B) Out-Bound Patent Licenses that license, or agree to license, a substantial portion of issued Company Patents or the primary purpose of which is to license one or more Patents, (C) Cross-licenses that license, or agree to license, a substantial portion of issued Company Patents or the primary purpose of which is to license one or more Patents and (D) other Patent Licenses, excluding Software license agreements covered by clause (i) and executed in the normal course of business, that require a royalty payment to, or royalty payment by, the Company or any Monsoon Benefit Plan)of the Company Subsidiaries; (v) any Contract with respect to product or Intellectual Property development that is material Contract pursuant to which any Third Party Approval is required pursuant to the Company and the Company Subsidiaries, taken as a “change of control” or similar clausewhole; (vi) any Contract entered into other than on commercial armTechnology transfer or license agreement related to a (A) manufacturing process or (B) related to product design that, in the case of clause (B), affects a material portion of the Company’s length termsproduct portfolio; (vii) any currency exchangeContract with respect to product design services, interest rate exchangefoundry services, commodity exchange product assembly (packaging) and/or test, or similar Contractmaterial contract manufacturing services that affects a material portion of the Company’s product portfolio; (viii) any Contract entered into by Monsoon with any Governmental Authority or any Monsoon Subsidiary Contract incorporating government acquisition terms (e.g., in connection with the settlement U.S., the Federal Acquisition Regulation (FAR) or other resolution the Defense Federal Acquisition Regulation Supplement (DFARS)) involving payments of more than Two Million Dollars ($2,000,000) in any material Action imposing operational restrictions twelve (12) month period or conduct requirements on Monsoon or any Monsoon Subsidiary or any requiring delivery of their respective Affiliates (including the Indigo Group Companies after the Closing Date)cost and pricing data; (ix) any Contract that reasonably contemplates payments by or to the Company or any of the Company Subsidiaries of more than Ten Million Dollars ($10,000,000) in any twelve (12) month period; (x) any customer Contract (other than standard purchase orders) that reasonably contemplates payment to the Company or any of the Company Subsidiaries of more than Five Million Dollars ($5,000,000) in any twelve (12) month period; (xi) any Contracts entered into with distributors or sales representatives or that otherwise entitle a third party to a commission; (xii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts, in each case, relating to indebtedness for borrowed money of Five Million Dollars ($5,000,000) or greater, whether as borrower or lender, and whether secured or unsecured; (xiii) any Contract with a notional value of Fifteen Million Dollars ($15,000,000) or greater that involves or relates to any exchange traded, over-the-counter or other hedging (including currency hedging), swap, cap, floor, collar, futures, forward, option or other derivative financial trading activities; (xiv) any Contract providing for indemnification or any guaranty by the Company or any Company Subsidiary that (i) has not been made in the ordinary course of business consistent with past practiceor (ii) which provides for aggregate future sums due from Monsoon or is material to the Company and any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person Company Subsidiaries, taken as a whole (in each case other than Monsoon with respect to which the Company or any Monsoon SubsidiaryCompany Subsidiary has continuing obligations as of the date hereof); (xv) leases or subleases under which the Company or the Company Subsidiaries (A) lease or occupy Leased Real Property for manufacturing purposes or in excess of $1,000,000; orone hundred thousand (100,000) gross square feet and (B) leases, subleases or licenses of any property to a third party for manufacturing purposes or in excess of one hundred thousand (100,000) gross square feet; (xxvi) any Contract establishing a partnership, joint venture or similar third party business enterprise in which the Company or any Company Subsidiaries has (A) an equity interest or the right to acquire an equity interest or (B) a capital commitment or other obligation under such Contract; (xvii) (A) any Employee Change-of-Control Agreement or (B) any employment, independent contractor or consulting Contract (in each case with respect to which any party thereto has continuing obligations as of the date hereof) with any current or former (1) executive officer of the Company or any of the Company Subsidiaries, (2) member of the Company Board, or (3) employee, independent contractor who is a natural person or consultant of the Company or any of the Company Subsidiaries, in each case providing for an annual base compensation in excess of Two Hundred Fifty Thousand Dollars ($250,000); (xviii) collective bargaining agreements or other Contracts with any labor union; (xix) any other Contract other than as set forth above to under which Monsoon the consequences of a default or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business breach or the use or operation early termination of their assets.which would reasonably be expected to have a Company Material Adverse Effect; and (bxx) (i) All all other Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed by the Company as exhibits a “material contract” pursuant to Item 601(b)(10) of Regulation S-K promulgated under the Monsoon SEC Documents Securities Act or disclosed by the Company on a Current Report on Form 8-K, whether or not so filed or disclosed. (i) Each Company Material Contract is valid and binding on the “Monsoon Material Contracts”) are valid, binding Company and is in full force and effect (other than due to the ordinary expiration of the term thereof), and, to the Knowledge of the Company, is valid and are enforceable by Monsoon binding on the other parties thereto (in each case subject to the Bankruptcy and Equity Exception) except as has not had and would not reasonably be expected to have, individually or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcythe aggregate, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies)a Company Material Adverse Effect, (ii) Monsoon or its applicable the Company and each Company Subsidiary has in all material respects performed all material obligations required to be performed by it under the Monsoon each Company Material ContractsContract, and it is not (with iii) no event or without condition exists which constitutes or, after notice or lapse of time, time or both) in material , would constitute a breach or material default thereunder andon the part of the Company or any Company Subsidiary under any such Company Material Contract, except such breaches that have not had and would not reasonably be expected to have, individually or in the knowledge aggregate, a Company Material Adverse Effect. To the Knowledge of Monsoonthe Company, no other party to any Monsoon Company Material Contract is (with or without notice or lapse of time, or both) in material breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor does any condition exist that with notice or lapse of time or both would constitute a material breach or default by any such other party thereunder. Neither the Company nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries Company Subsidiary has received any written notice of termination or cancellation under any Company Material Contract, received any written or, to the intention Knowledge of the Company, oral notice of material breach or default under any Company Material Contract that has not been cured, or granted to any third party any rights, adverse or otherwise, that would constitute a material breach of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Company Material Contract. True Neither the Company nor any Company Subsidiary is party to any Contract pursuant to which the terms and conditions thereof or any information or data contained therein are deemed classified pursuant to the rules and regulations of any Governmental Authority. The Company has furnished or made available to Parent true, correct and complete copies of each written Monsoon all Company Material Contract, and a summary of each oral Monsoon Material Contract, listed Contracts in Section 5.17(a) effect as of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parentdate hereof. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) 4.9 of the Monsoon Company Disclosure Letter sets forth Schedule lists each Contract to which any Acquired Company is a true and complete listparty, or by which it is bound, as of the date hereof, of each of the following Contracts to which Monsoon or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound this Agreement (including any amendments, supplements and modifications theretoother than Company Benefit Plans): (i) any nonthat is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreementK of the Exchange Act), non-solicitation agreement, exclusive distribution, franchise whether or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business not filed by the Company with any Person or in any geographic area or from soliciting employees or personnel of any Personthe SEC; (ii) pursuant to which any Contract Acquired Company made or received payments of more than an aggregate of $100,000 during the fiscal year ended December 31, 2022; (iii) evidencing a commitment by an Acquired Company to make a future capital expenditure in excess of $100,000 that relates to is not terminable by such Acquired Company upon notice of sixty (60) days or less; (iv) containing a covenant limiting the formation, creation, governance or control ability of any Acquired Company to compete or engage in any line of business, in either case, in any material respect, or to compete with any Person in any geographic area; (v) relating to or evidencing indebtedness for borrowed money or any guarantee of indebtedness for borrowed money by any Acquired Company in excess of $150,000; (vi) providing for or governing the formation of any joint venture, partnership, joint venture strategic alliance, research and development collaboration, or similar arrangement; (vii) that is a Company Inbound License or Company Outbound License, in each case, which requires by its terms or is reasonably likely to require the payment or delivery of cash or other consideration by or to an Acquired Company in an amount having an expected value in excess of $100,000; (viii) that has continuing obligations or interests involving (A) “milestone” or other similar contingent payments, including upon the achievement of regulatory, commercial, or other milestone that could result in an aggregate payment in excess of $100,000, or (b) payment of royalties or other amounts calculated based upon sales, revenue, income or similar measure of an Acquired Company; (ix) any collaborationemployment 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 (A) officer of the Company, cooperation (B) member of the Company Board, or partnering Contract(C) employee of the Company; (x) any Contract providing for indemnification or any guaranty by the Company or any Subsidiary thereof, in each case that is not entered into the ordinary course of business and is material to the Monsoon Business Company and for which the closing of the relevant transaction has not occurredits Subsidiaries, taken as a whole; (iiixi) any Contract that relates relating to the acquisition disposition or disposition of any businessacquisition, whether directly or indirectly (by merger, sale of stock, sale of assets, or otherwise), by the Company or any of its Subsidiaries after the date of this Agreement of assets or otherwisecapital stock or other equity interests of any Person, in each case for which the closing with a fair market value in excess of the relevant transaction has not occurred$100,000; (ivxii) any Contract that grants any right of first refusal, right of first offer, or similar right with respect to any material assets, rights, or properties of the Company or any of its Subsidiaries; (xiii) any Contract that contains any provision that requires the purchase of all or a material portion of the Company’s or any of its Subsidiaries’ requirements for a given product or service from a given third party, which product or service is material to the Company and its Subsidiaries, taken as a whole; (xiv) any Contract that obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any Person; (xv) any employee collective bargaining agreement or other Contract with any labor union; (xvi) any Contract with any Related Person Affiliate, director, executive officer (as such term is defined in the Exchange Act), holder of Monsoon 5% or more of the Company Common Stock, or to the Knowledge of the Company, any Monsoon Subsidiary of their Affiliates (other than the agreements covered by clause Company), or immediate family members (i) other than offer letters that can be terminated at will without severance obligations and any Monsoon Benefit PlanContracts pursuant to Company equity awards); (vxvii) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” all Contracts with independent contractors or consultants (or similar clausearrangements) with annual compensation owed to the contractor or consultant that either exceeded $50,000 in the fiscal year ended December 31, 2022 or is projected to exceed $50,000 during the fiscal year ended December 31, 2023; (vixviii) any Contract entered into other than on commercial arm’s length terms; that is not otherwise described in clauses (viii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; through (viiixviii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assetsCompany and its Subsidiaries, taken as a whole. (b) (i) All Contracts set forth Each Contract of the type described above in this Section 4.9, whether or required to be not set forth in Section 5.17(a) 4.9 of the Monsoon Company Disclosure Letter Schedule, is referred to herein as a “Material Contract”. Except Material Contracts that have expired or filed or required to be filed terminated by their terms, as exhibits of the date hereof, all of the Material Contracts are (i) valid and binding on the Acquired Companies, as the case may be, and, to the Monsoon SEC Documents Knowledge of the Company, each other party thereto, and (the “Monsoon Material Contracts”ii) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (effect, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or and other similar Laws applicable Law affecting creditors’ rights generallygenerally and by general principles of equity. As of the date hereof, no Acquired Company has, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or by principles governing the availability of equitable remedies), (ii) Monsoon committed or its applicable Subsidiary has performed all material obligations required failed to be performed by it under the Monsoon Material Contractsperform any act, and it is not no event or condition exists, that (with or without notice or notice, lapse of time, time or both) in material breach or would constitute a material default thereunder under the provisions of any Material Contract, and, as of the date hereof, to the knowledge Knowledge of Monsoonthe Company, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries Acquired Company has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contractforegoing. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been The Company has made available to Indigo ParentParent complete and correct copies of all Material Contracts. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(aSchedule 4.4(a) of the Monsoon Disclosure Letter sets forth a true and complete listlists, as of the date hereofEffective Date, of each of the following Contracts to which Monsoon or any Monsoon Subsidiary the Company is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets it is bound in connection with the Business (including any amendmentstogether with all Real Property Leases listed in Schedule 4.17(a) and all Intellectual Property licenses listed in Schedule 4.3(a), supplements and modifications theretocollectively, the "Material Contracts"): (i) any non-competition agreementContract (or group of related Contracts) for the furnishing or receipt of products or services, non-solicitation agreementin each case, exclusive distributionthe performance of which will extend over a period of more than one year or which provides for payments to or by the Company in excess of $10,000 in the aggregate during the year ended December 31, franchise 2020 (or licensing agreement or are expected to involve payments in excess of such amount during fiscal year 2021), other Contract that includes than individual purchase orders made in the ordinary course of business pursuant to any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Personsuch Contract; (ii) (A) any capital lease or (B) any other lease or other Contract that relates relating to equipment and machinery providing for rental payments in excess of $10,000 in the formationaggregate during the year ended December 31, creation, governance 2020 (or control are expected to involve payments in excess of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurredsuch amount during fiscal year 2021); (iii) any Contract that relates relating to the Intellectual Property owned by the Company or used in the Business, including, without limitation, Contracts relating to the development of such Intellectual Property; (iv) any Contract relating to the acquisition or disposition of any business, business of the Company (whether by merger, consolidation, or other business combination, sale of stocksecurities, sale of assets or otherwise) or any material assets or real property, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (case, other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change acquisitions or dispositions of control” equipment, materials, supplies, inventory or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into products in the ordinary course of business consistent with past practice) practice and other than any Contract pursuant to which provides for aggregate future sums due from Monsoon no party thereto has any outstanding obligation (including indemnification obligations or any Monsoon Subsidiary or an aggregate future liability (purchase price adjustments), contingent or otherwise; (v) any Contract under which the Company has continuing indemnification obligations, or is, or may become, obligated to pay any amount in respect of purchase price adjustment or otherwise in connection with any (A) acquisition or disposition of assets (other than in the ordinary course of business) or securities, (B) merger, consolidation or other business combination, or (C) series or group of related transactions or events of the type specified in clauses (A) and (B) above; (vi) all employment, severance, consulting, bonus, profit sharing, percentage compensation, deferred compensation, pension, welfare, retirement, equity purchase or equity option plans and agreements and commitments with or relating to the personnel (current or former) or Affiliates of the Company; (vii) any Contract with the SBA, the PPP Lender, or any other Person relating to the PPP Loan; (viii) any Contract under which any Person has guaranteed any Indebtedness by or for the Company; (ix) any Contract relating to any Person (in each case other than Monsoon joint venture, partnership, limited liability company, strategic alliance or sharing of profits or losses with any Monsoon Subsidiary) in excess of $1,000,000; orPerson; (x) any other Contract other than as set forth above containing covenants purporting to which Monsoon or limit, in any Monsoon Subsidiary is a party or by which it material respect, the freedom of the Company or any of its assets Personnel (current or businesses former) to compete in any business or in any geographic area; (xi) any Contract relating to confidentiality or non-disclosure (whether the Company is bound subject to or subject the beneficiary of such obligations); (xii) any agency, dealer, distributor, sales representative, service provider, consignment, marketing, or similar Contract; (xiii) any Contract requiring payments or distributions to any Stockholder or Personnel of the Company (current or former), or any relative or Affiliate of any such Person; (xiv) any Contract not made in the ordinary course of business that is otherwise material to the Monsoon Business operations, business prospects, or financial condition of the use Company; (xv) any Contract providing for termination, retention, change in control or operation similar payments to any Person; (xvi) any Contract that provides any customer with pricing, discounts or benefits that change based on the pricing, rebates, discounts, or benefits offered to other customers of their assetsthe Company, including any Contract which contains a "most favored nation" provision; and (xvii) any other Contract (or group of related Contracts) under which the Company (A) is obligated to make payment or incur costs or (B) generates revenue, in each case in excess of $25,000 and which is not otherwise described in clauses (i) - (xvi) above. (b) (i) The Company has provided Parent with true and complete copies of all written Material Contracts and each amendment, supplement, waiver, or modification thereto, and has provided to Parent a written summary setting forth the terms and conditions of each oral Material Contract. All of the Material Contracts set forth identified on, or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”identified on Schedule 4.4(a) are legal, valid, binding and enforceable in accordance with their respective terms with respect to the Company, and to Company's Knowledge, with respect to each other party to such Material Contracts, and are in full force and effect and are enforceable by Monsoon and, except to the extent that any Consents set forth on Schedule 4.12(a) have not been obtained or its applicable Subsidiary such Material Contract has expired in accordance with their its terms, shall continue to be in full force and effect on identical terms (except insofar as such enforceability may be limited by applicable bankruptcyfollowing the consummation of the transactions contemplated hereby. Neither the Company nor any other party thereto, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generallyhas breached any material provision of, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it is in default under the Monsoon Material Contractsterms of, and it is not (nor does any condition exist which, with or without notice or lapse of time, or both) , would cause the Company or any other party to be in default under any of the Material Contracts or would constitute a material breach or material default thereunder andor permit termination, to the knowledge of Monsoon, no other party to modification or acceleration under any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon such Material Contract. True The Company has not (i) received any notice of cancellation or termination or change in material terms (including, pricing, term and complete copies volume) of each written Monsoon any such Material Contract or (ii) during the two (2) years prior to the Closing Date, obtained or granted any material waiver of or under any provision of any such Material Contract except for routine waivers granted or sought in the ordinary course of business or as otherwise identified on Schedule 4.4(a). Except for the Consents set forth on Schedule 4.12(a), the consummation of the transactions contemplated by this Agreement shall not afford any other party the right to terminate, modify or renegotiate any Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a‎Section 4.19(a) of the Monsoon Company Disclosure Letter Schedule sets forth a true and complete list, list as of the date hereof, of this Agreement of each of the following Contracts to which Monsoon the Company or any Monsoon Subsidiary of its Subsidiaries is a party or by which Monsoon it is bound (each such Contract listed or any Monsoon Subsidiary required to be so listed, and each of the following Contracts to which the Company or any of their respective properties its Subsidiaries becomes a party or assets is by which it becomes bound (including any amendmentsafter the date of this Agreement, supplements and modifications theretoa “Company Material Contract”): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision pursuant to which materially limits Monsoon the Company or any Monsoon Subsidiary from engaging of its Subsidiaries incurred payment obligations or received payments in excess of $10,000,000 during the twelve (12) month period ended September 30, 2019, or is expected to incur payment obligations or receive payments in excess of (A) $10,000,000 during any activity twelve (12) month period ending after September 30, 2019 or conducting business with any Person or in any geographic area or from soliciting employees or personnel (B) $10,000,000 over the remaining term of any Personthe Contract; (ii) any Contract that relates (A) limits or purports to limit, in any material respect, the formationfreedom of the Company or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, creationin any material respect, governance the freedom of Parent, the Company or control any of their respective Affiliates after the Effective Time, (B) contains any partnership, joint venture material exclusivity or “most favored nation” obligations or restrictions or similar arrangement, provisions that are binding on the Company or any collaborationof its Subsidiaries (or, cooperation after the Effective Time, that would be binding on Parent or partnering Contractany of its Affiliates) or (C) otherwise limits or restricts, in each case that is any material to respect, the Monsoon Business and Company or any of its Subsidiaries (or, after the Effective Time, Parent or any of its Affiliates) from hiring or soliciting any Person for which the closing of the relevant transaction has not occurredemployment; (iii) any deposit sweep agreement or similar agreement; (iv) (A) any standard form Contract pursuant to which the Company or any of its Subsidiaries provides Brokerage Services or Investment Advisory Services to any Client and (B) any material Contract (or group of Contracts that, in the aggregate, are material) pursuant to which the Company or any of its Subsidiaries provides Brokerage Services or Investment Advisory Services to any Client that is not on any such standard form and includes material deviations from any such standard form; (v) any material subadvisory agreement; (vi) any material custody or sub-custody agreement, transfer agent agreement, administrative and accounting agreement, shareholders services agreements, distribution agreement, prime brokerage or other brokerage related agreement, or similar agreement; (vii) any material Contract that relates provides for any referral arrangement, commission-sharing arrangement or co-marketing arrangement, including, any finder’s agreement for soliciting, distributing or promoting Investment Advisory Services or Brokerage Services by or to the Company or any of its Subsidiaries; (viii) any Contract reasonably expected to result in payments made or received by the Company and its Subsidiaries in excess of $10,000,000 in any year and for which the execution, delivery and performance by the Company of this Agreement or the consummation of any of the Transactions would require any consent or other action by any Person (including notice by the Company) thereunder, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, thereunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation (including triggering of a price adjustment, right of renegotiation or other remedy) or the loss of any benefit to which the Company or any of its Subsidiaries is entitled thereunder; (ix) promissory notes, loan agreements, indentures, evidences of indebtedness or other instruments providing for or relating to the lending of money, (A) if as borrower or guarantor, in aggregate principal amount in excess of $15,000,000, and (B) if as lender, in aggregate principal amount in excess of $5,000,000; (x) any Contract restricting the payment of dividends or the making of distributions to stockholders of the Company or the repurchase of stock or other equity of the Company; (xi) any Collective Bargaining Agreements; (xii) any material joint venture, profit-sharing, partnership or other similar agreements; (xiii) any Contracts or series of related Contracts entered into within the last three (3) years or containing any material surviving obligations relating to the acquisition or disposition of the assets or securities of any businessPerson or any business for a price in excess of $10,000,000 (in each case, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (vxiv) any lease or sublease for real or personal property for which annual rental payments made by the Company and its Subsidiaries during the twelve (12) month period ended September 30, 2019 or expected to be made by the Company and its Subsidiaries during any twelve (12) month period ending after September 30, 2019 are greater than $5,000,000; (xv) all material Contract Contracts pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary Company or any of their respective Affiliates its Subsidiaries (including the Indigo Group Companies after the Closing Date); (ixA) receives or is granted any Contract license or sublicense to, or covenant not to be sued under, any Intellectual Property (other than Contracts entered into licenses to Software that is commercially available on non-discriminatory pricing terms) or (B) grants any license or sublicense to, or covenant not to be sued under, any Intellectual Property (other than immaterial, non-exclusive licenses granted in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; orbusiness); (xxvi) any Contracts or other transactions with any (A) executive officer or director of the Company, (B) record or, to the knowledge of the Company, beneficial owner of five percent (5%) or more of the voting securities of the Company (including TD Bank), or (C) affiliate (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act) or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Securities Exchange Act) of any such executive officer, director or beneficial owner (each of the foregoing, a “Related Party” and each such Contract, a “Related Party Contract”); (xvii) any other Contract required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K; and (xviii) any other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject Contract that is material to the Monsoon Business or the use or operation of their assetsCompany and its Subsidiaries, taken as a whole. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits Company Material Contracts are, subject to the Monsoon SEC Documents Bankruptcy and Equity Exceptions, valid and binding obligations of the Company or a Subsidiary of the Company (as the “Monsoon Material Contracts”case may be) are validand, binding to the knowledge of the Company, each of the other parties thereto, and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their respective terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing against the availability of equitable remedies), (ii) Monsoon Company or its applicable Subsidiary has performed all material obligations required to be performed by it under Subsidiaries (as the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or bothcase may be) in material breach or material default thereunder and, to the knowledge of Monsoonthe Company, each of the other parties thereto (except for such Company Material Contracts that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of the Company or any of its Subsidiaries, such termination must be in the ordinary course of business), except where the failure to be valid and binding obligations and in full force and effect and enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no Person is seeking to terminate or challenging the validity or enforceability of any Company Material Contract, except such terminations or challenges which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company, any of the other party parties thereto has violated any provision of, or committed or failed to perform any Monsoon Material Contract is act which (with or without notice or notice, lapse of time, time or both) in breach or would constitute a default thereunderunder any provision of, (iii) since January 1, 2014, and neither Monsoon the Company nor any of its Subsidiaries has received written notice of any actual, alleged, possible that it has violated or potential material violation of, or material failure to comply withdefaulted under, any term or requirement of any Monsoon Company Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto those violations and defaults (or words of similar import)potential defaults) which have not had and would not reasonably be expected to have, Indigo Parent individually or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)in the aggregate, a Company Material Adverse Effect.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a3.16(a) of the Monsoon Disclosure Letter sets forth Schedule lists each of the following written contracts and agreements to which any ▇▇▇▇▇▇ Entity is a true and complete list, party in effect as of the date hereofof this Agreement (such contracts and agreements so required to be disclosed, of each of the following Contracts to which Monsoon or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications theretobeing “Material Contracts”): (i) any non-competition agreementagreement for the purchase of products or for the receipt of services, non-solicitation agreementthe performance of which will extend over a period of more than one year and which involved consideration or payments by the ▇▇▇▇▇▇ Entities in excess of $1,000,000 in the aggregate during the year ended December 31, exclusive distribution2008; (ii) any agreement for the furnishing of products or services by the ▇▇▇▇▇▇ Entities to their customers, franchise the performance of which will extend over a period of more than one year and which involved consideration or licensing payments by such customers in excess of $2,500,000 in the aggregate during the year ended December 31, 2008; (iii) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (iv) any agreement under which any ▇▇▇▇▇▇ Entity created, incurred, assumed or guaranteed any Indebtedness in excess of $5,000,000 or under which there has been imposed any Encumbrances on any of the assets, tangible or intangible, of any ▇▇▇▇▇▇ Entity; (v) any agreement entered into in the past four years (or with respect to which any material obligation of any ▇▇▇▇▇▇ Entity is outstanding) for the disposition of any material assets or business of any ▇▇▇▇▇▇ Entity (other Contract that includes any provision which materially limits Monsoon than sales of products in the ordinary course of business) or any Monsoon Subsidiary from engaging agreement entered into in the past four years for the acquisition of the assets or business of any other Person (other than purchases of products in the ordinary course of business), in each case involving consideration in excess of $5,000,000; (vi) any agreement that limits or purports to limit the ability of any ▇▇▇▇▇▇ Entity to compete in any activity line of business or conducting business with any Person or in any geographic area or from soliciting employees or personnel during any period of any Person; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length termstime; (vii) any currency exchangethe lease and, interest rate exchangeif applicable, commodity exchange or similar Contractsublease agreements pertaining to each parcel of Leased Real Property; (viii) any Contract entered into by Monsoon all agreements related to mining operations at the Mines involving annual consideration in excess of $1,000,000 or any Monsoon Subsidiary in connection with that are otherwise material to the settlement or other resolution conduct of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any the business of their respective Affiliates (including the Indigo Group Companies after the Closing Date)▇▇▇▇▇▇ Entities taken as a whole; (ix) all material contracts and agreements between or among any Contract ▇▇▇▇▇▇ Entity, on the one hand, and the Seller or any Affiliate of the Seller, on the other hand; (x) all collective bargaining agreements or other contracts with any labor organization, union or other similar association; (xi) any employment related (including consulting) contract or arrangement that is a Transferred Plan or that provides for total annual compensation in excess of $250,000; (xii) any contract that contains exclusivity or “most favored nation” obligations or similar restrictions binding on any ▇▇▇▇▇▇ Entity or that would be binding on Purchaser or its Affiliates after the Closing; (xiii) any material ▇▇▇▇▇▇ IP Agreement, other than Contracts non-disclosure agreements entered into in the ordinary course of business consistent with past practicebusiness; (xiv) any contract to which provides for aggregate future sums due from Monsoon any ▇▇▇▇▇▇ Entity is a party containing a standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of the other party or any Monsoon Subsidiary or an aggregate future liability of its Affiliates; (contingent or otherwisexv) any contract relating to any Person interest rate, currency or commodity derivative, hedge, derivative transactions or similar transactions; (in each case xvi) any contract containing a put, call or similar right pursuant to which any ▇▇▇▇▇▇ Entity could be required to purchase or sell, as applicable, any securities or assets; and (xvii) any contract other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth described above to which Monsoon or any Monsoon Subsidiary ▇▇▇▇▇▇ Entity is a party or by which it or they or any of its or their assets or businesses properties or business is bound or subject that that: (A) is material to the Monsoon Business ▇▇▇▇▇▇ Entities, taken as a whole, or the use or operation of their assetsany of its assets or properties, taken as a whole, or (B) if breached, terminated or not renewed could have a Material Adverse Effect. (b) Each Material Contract (i) All Contracts set forth or required is valid and binding on the applicable ▇▇▇▇▇▇ Entity, and, to be set forth in Section 5.17(a) the Knowledge of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to Seller, the Monsoon SEC Documents (the “Monsoon Material Contracts”) are validcounterparties thereto, binding and is in full force and effect and are enforceable by Monsoon (where applicable) Registered or its applicable Subsidiary filed with any relevant Governmental Authority, (other than, in respect of the making of this representation and warranty as of the Closing Date in accordance with their the first paragraph of this Article III, where such Material Contract expires in accordance with its terms (except insofar as such enforceability may be limited without a right of renewal or is terminated in accordance with its terms by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), a counterparty other than due to a ▇▇▇▇▇▇ Entity’s breach) and (ii) Monsoon upon consummation of the transactions contemplated by this Agreement, except to the extent that any consents set forth in Section 3.04(c) of the Disclosure Schedule are not obtained, shall continue in full force and effect without penalty or its applicable Subsidiary has performed all material obligations required to be performed by it under other adverse consequence. None of the Monsoon Material Contracts, and it ▇▇▇▇▇▇ Entities is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply withdefault under, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary it is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a3.12(a) of the Monsoon Seller Disclosure Letter Schedules sets forth a true and complete list, list of Contracts (other than Contracts that are Excluded Assets) in effect as of the date hereof, of each of the following Contracts hereof (i) to which Monsoon the Company is a party, or (ii) to which Seller or any Monsoon Subsidiary Rolling Mill Affiliate (in respect to the Rolling Mill Business) is a party that relates to the Rolling Mill Business or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets Rolling Mill Asset is bound bound, in either case which are in the categories listed below (including any amendmentscollectively, supplements and modifications theretothe “Material Contracts”): (i) any non-competition agreementContract evidencing Indebtedness or under which Seller, non-solicitation agreementthe Company or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) has issued any note, exclusive distributionbond, franchise or licensing agreement indenture, mortgage, security interest or other Contract that includes any provision which materially limits Monsoon evidence of Indebtedness, or any Monsoon Subsidiary from engaging in any activity has directly or conducting business with any Person or in any geographic area or from soliciting employees or personnel indirectly guaranteed Indebtedness of any Person; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurredwith a Key Customer; (iii) any Contract with a Key Supplier or any other supplier for the purchase of products or services pursuant to which Seller, the Company or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) paid at least $2,000,000 during the ten (10) month period ended October 31, 2020; (iv) any Contract under which Seller, the Company or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) is or may become obligated to pay any material amount in respect of deferred or conditional purchase price (other than ordinary trade terms) or a purchase price adjustment, in each case, in connection with any (A) acquisition or disposition of all or substantially all of the assets or securities of any Person, (B) merger, consolidation or other business combination, or (C) series or group of related transactions of a type specified in subclauses (A) and (B); (v) any Contract (including, without limitation, letters of intent) that relates relate to the disposition or acquisition of assets or properties (other than in the ordinary course of business) involving consideration of more than $1,000,000 in the aggregate, or relating to the acquisition or disposition of any business, business (whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract granting a license or other grant of rights to any Third Party for use of any Intellectual Property related to the Rolling Mill Business and any Contract material to the Rolling Mill Business relating to Intellectual Property, including under which a license or other grant of rights is provided to Seller, the Company or any Rolling Mill Affiliate for the use of any Intellectual Property rights or any Third Party (other than off-the-shelf, commercially available software), in each case including, without limitation, joint development Contracts, research Contracts, customer formulation Contracts, royalty Contracts or management, consulting or advisory contracts, excluding Contracts for the purchases and sales of goods and services entered into other than on commercial arm’s length termsin the ordinary course of business; (vii) any currency exchangeContract involving consideration of more than $1,000,000 annually which (A) limits the ability of Seller, interest rate exchangethe Company or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) to compete in any material respect with any Person generally or in any geographic region, commodity exchange including the expansion thereof to other geographical areas, customers, suppliers or lines of business, (B) limits the ability of Seller, the Company or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) to solicit employees or clients or (C) that grants the other party or any third person “most favored nation” or similar Contractstatus; (viii) any Contract entered into by Monsoon lease (whether as lessor or any Monsoon Subsidiary in connection with lessee) of Equipment relating to the settlement Rolling Mill Business providing for annual rentals of $250,000 or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)more; (ix) any Contract (other than Contracts entered into in with respect to collective bargaining, any employment Contract covering a Business Employee, and any Contract with a Contingent Worker that covers the ordinary course of business consistent with past practice) which provides Rolling Mill Business providing for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) base compensation in excess of $1,000,000; or150,000; (x) any material joint venture, strategic alliance, partnership, development, joint development or similar agreement; (xi) any Contract or other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it arrangements between the Company on the one hand, and Seller or any of its assets or businesses is bound or subject Affiliates on the other hand that is material to the Monsoon Rolling Mill Business taken as a whole; (xii) any Contract with third-party sales agents or representatives, brokers or distributors requiring annual payments of more than $125,000; (xiii) any Contract relating to the use leasing, subleasing or operation licensing of their assetsany Rolling Mill Real Property; (xiv) any Contract granting any Person an Encumbrance on any of the Rolling Mill Assets, other than Permitted Encumbrances; (xv) any Contracts with any Governmental Authority; (xvi) any Contract that relates to the settlement of any legal proceeding regarding amounts of $250,000 or more in dispute; and (xvii) any factoring or similar Contract. (b) (iSeller has made available to Buyer true and complete copies of all Material Contracts and all amendments thereto, except for such Contracts that are listed in Section 3.12(b)(i) All Contracts set forth or required to be of the Seller Disclosure Schedules. Except as set forth in Section 5.17(a3.12(b)(ii) of the Monsoon Seller Disclosure Letter Schedules, each Material Contract that (i) is valid and binding on Seller, the Company or filed or required to be filed the applicable Rolling Mill Affiliate, as exhibits the case may be, and, to the Monsoon SEC Documents (Knowledge of Seller, the “Monsoon Material Contracts”) are validcounterparties thereto, binding and is in full force and effect and are effect, enforceable by Monsoon against Seller, the Company or its applicable Subsidiary such Rolling Mill Affiliate, as the case may be, and, to the Knowledge of Seller, against the counterparties thereto, in each case in accordance with their terms (its terms, except insofar as such enforceability may be limited by applicable bankruptcythe General Enforceability Exceptions. Except as set forth in Section 3.12(b)(iii) of the Seller Disclosure Schedules, insolvencynone of Seller, reorganization, moratorium the Company or similar Laws affecting creditors’ rights generallyany Rolling Mill Affiliate is in material breach of, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not default (with or without notice or giving of notice, lapse of time, time or both) under any Material Contract. Except as set forth in material breach or material default thereunder andSection 3.12(b)(iv), to the knowledge Knowledge of MonsoonSeller, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in material breach or default thereunder. Except as set forth in Section 3.12(b)(v), no other party to any Material Contract has (iiii) notified Seller, the Company or any Rolling Mill Affiliate in writing of any breach or default or that such other party intends not to renew, to cancel or to otherwise terminate such Material Contract or (ii) since January 1September 30, 20142020, neither Monsoon nor taken any action or, to the Knowledge of its Subsidiaries has received written notice Seller, threatened to take any action with respect to seeking a repayment of amounts paid to Seller, the Company or any actualRolling Mill Affiliate, allegedas applicable, possible pursuant to such Material Contract or potential material violation ofa reduction in fees or other payments that will become due to Seller, the Company or material failure such Rolling Mill Affiliate, as applicable, pursuant to comply with, any term or requirement of any Monsoon such Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a3.21(a) of the Monsoon Company Disclosure Letter sets forth a true and complete listforth, as of the date hereofof this Agreement, a correct and complete list of each of the following types of Contracts to which Monsoon the Company or any Monsoon Subsidiary of its Subsidiaries is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto):bound: (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other each Contract that includes (A) limits or restricts the Company and its Subsidiaries (or would, from and after the Effective Time, limit or restrict Parent, any provision which materially limits Monsoon of its Subsidiaries or any Monsoon Subsidiary of its stockholders) from engaging competing in any activity line of business or conducting business with any Person or in any geographic area region, or from soliciting employees (B) contains “most favored nation” pricing provisions, exclusivity obligations, rights of first refusal, rights of first negotiation or personnel offer or similar restrictions binding on the Company or any of any Personits Subsidiaries; (ii) any each Contract that relates to the formation, creation, governance or control of any partnership, is a joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case partnership agreement that is material to the Monsoon Business Company and for which the closing of the relevant transaction has not occurredits Subsidiaries, taken as a whole; (iii) any each Contract that relates in respect of (A) Secured Company Indebtedness or (B) MSR Related Transactions with respect to Mortgage Servicing Rights having an unpaid principal balance in the acquisition aggregate of $5 billion or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurredgreater; (iv) any each Contract with any Related Person that is a loan, guarantee of Monsoon indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment evidencing indebtedness for borrowed money of the Company or any Monsoon Subsidiary of its Subsidiaries (other than letters of credit, surety bonds and similar performance guarantees and intercompany loans between the agreements covered by clause (iCompany and its wholly-owned Subsidiaries) and any Monsoon Benefit Plan)in each case in an amount in excess of $50 million individually; (v) any material each Contract pursuant with respect to which any Third Party Approval is required pursuant to an interest, rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries) with a “change fair value in excess of control” or similar clause$10 million; (vi) each Contract that is an acquisition agreement or divestiture agreement pursuant to which (A) the Company reasonably expects that it is required to pay total consideration (including assumption of debt) after the date of this Agreement to be in excess of $50 million, (B) any Contract entered into other Person has the right to acquire any assets of the Company or any of its Subsidiaries after the date of this Agreement with a fair market value or purchase price of more than on commercial arm$50 million, (C) the Company has any ongoing indemnification or other outstanding obligations as of the date of this Agreement that are material to the Company and its Subsidiaries, taken as a whole, or pursuant to which the Company or any of its Subsidiaries has continuing “earn out” or other contingent payment obligations after the date of this Agreement reasonably likely to result in the payment of in excess of $500,000, excluding, in each case, (x) Contracts related to Secured Company Indebtedness, (y) acquisitions or dispositions of inventory, products or assets in the ordinary course of the Company’s length termsand its Subsidiaries’ business, including in connection with MSR Related Transactions, securitizations or other similar transactions involving Mortgage Servicing Rights or Mortgage Loans or (z) of inventory, products, equipment, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries; (vii) each Contract between the Company or any currency exchange, interest rate exchange, commodity exchange or similar Contractof its Subsidiaries and a Governmental Authority; (viii) any each Contract entered into that is required to be filed by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution Company as a “material contract” pursuant to Item 601(b)(10) of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including Regulation S-K under the Indigo Group Companies after the Closing Date)Securities Act; (ix) each Related Party Contract; (x) each Contract which restricts the payment of dividends or distributions in respect of the capital stock or equity interests of the Company or any of its Subsidiaries; (xi) each Contract under which the Company or any of its Subsidiaries (A) grants or is granted, in any material respect, a license or other right or interest with respect to any Intellectual Property or IT Systems (including any settlement or co-existence agreements or agreements with covenants not to ▇▇▇, but excluding any non-exclusive license (x) for the use of any commercially available, off-the-shelf software with a replacement cost and/or aggregate annual payments of less than Contracts entered into $250,000, and/or (y) which is granted in the ordinary course of business consistent with past practiceby the Company and its Subsidiaries and is not material to the Company and/or any of its Subsidiaries), or (B) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) is subject to any Person material restrictions with respect to any Intellectual Property or IT Systems owned by the Company and its Subsidiaries; and (in xii) each case Contract involving the settlement of any Proceeding or threatened Proceeding (or series of Proceedings), other than Monsoon a claim, action or any Monsoon SubsidiaryProceeding relating to Taxes, which (x) may involve payments in excess of $1,000,000; or 2 million after the date hereof or since December 31, 2015 has involved payments in excess of $2 million or (xy) any other Contract other than as set forth above impose or would purport to which Monsoon or any Monsoon Subsidiary is a party or by which it impose material restrictions on the operation of the businesses of Parent or any of its assets or businesses Subsidiaries following the Closing. Each Contract of the type described in clauses (i) through (vii) is bound or subject that is material referred to the Monsoon Business or the use or operation of their assetsherein as a “Company Material Contract”. (b) (i) All Contracts set forth Except for any Company Material Contract that has terminated or required expired in accordance with its terms or except as has not had, and would not reasonably be expected to be set forth have, individually or in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon aggregate, a Company Material Contracts”) are validAdverse Effect, each Company Material Contract is valid and binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge Knowledge of Monsoonthe Company, no enforceable against the other party or parties thereto in accordance with its terms, subject to any Monsoon the Enforceability Exceptions. Except for breaches, violations or defaults which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014Adverse Effect, neither Monsoon the Company nor any of its Subsidiaries has received written notice Subsidiaries, nor to the Knowledge of the Company any actual, alleged, possible or potential material violation of, or material failure other party to comply with, any term or requirement of any Monsoon a Company Material Contract, and (iv) neither Monsoon nor is in violation of or in default under any provision of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon such Company Material Contract. True and complete copies of each written Monsoon the Company Material Contract, Contracts and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and any material amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject prior to the terms date of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)this Agreement.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) 3.15 of the Monsoon Seller Disclosure Letter sets forth a true and complete listSchedule includes, as of the date hereofof this Agreement, of each all of the following Contracts (other than purchase orders, invoices, mineral leases and any Contract that is an Excluded Asset or Shared Contract) to which Monsoon any member of the Seller Group or any Monsoon Subsidiary member of the Alkali Group is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound with respect to the Business (including any amendmentstogether with the Union Agreements, supplements and modifications theretothe “Material Contracts”): (i) any Contract that involves non-competition agreement, non-solicitation agreement, exclusive distribution, franchise cancelable commitments to make capital expenditures or licensing agreement which provide for payments for goods or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with services by the members of the Alkali Group to any Person or in any geographic area or from soliciting employees or personnel excess of any Person$5,000,000 in fiscal year 2014; (ii) any Contract that relates involved annual consideration to the formation, creation, governance Business for products or control services provided by the Business in excess of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, $5,000,000 in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurredfiscal year 2014; (iii) any joint venture or partnership agreements with any unaffiliated third party involving a sharing of profits or losses with such unaffiliated third party; (iv) any employment or consulting agreements with any natural person involving an annual base compensation in excess of $175,000; (v) any Contract pursuant to which the members of the Alkali Group are a lessee of any personal property or real property, for which the aggregate annual base rent or lease payments exceed $5,000,000, respectively; (vi) any Contract providing for or securing Indebtedness in an amount in excess of $10,000,000 outstanding (other than (A) intracompany Indebtedness (as between the members of the Alkali Group) and (B) trade accounts payable and other accrued Current Liabilities); (vii) any Contract with respect to any future disposition or granting a right of first refusal or first negotiation with respect to the sale of any equity interests (or rights thereto) of any member of the Alkali Group; (viii) any Contract that relates to is an operating or leveraged lease for railcars; (ix) other than Contracts in the ordinary course of business, Contracts for the acquisition, sale, assignment, transfer or other acquisition or disposition of any businessmaterial assets of the members of the Alkali Group or the Business (in a single transaction or a series of related transactions, whether by merger, sale of stock, sale of assets or otherwise, in each case for ) and (A) under which the closing members of the relevant transaction has not occurredAlkali Group have any continuing liability or (B) which were for a purchase price in excess of $15,000,000, and were entered into by any member of the Seller Group (with respect to the Business) or any member of the Alkali Group after December 31, 2012; (ivx) any Contract with any Related Person containing a provision that materially restricts the Business from competing in a particular geographic area or scope of Monsoon or any Monsoon Subsidiary business (other than the exclusive distribution agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; orbusiness); (xxi) any other Contract other than as set forth above with a customer of the Business granting such customer exclusive relations; (xii) any material Contract for the supply of products or services to which Monsoon a Governmental Entity; and (xiii) any settlement, conciliation, or litigation “standstill” Contract pursuant to which, after the date of this Agreement, the Business will be required to satisfy any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assetsobligation. (b) (i) All Contracts set forth Each Material Contract is, or required will be as of the Closing Date, a legal, valid and binding obligation of a member of the Seller Group or the Alkali Group, and, to the Knowledge of Seller, on each counterparty thereto, and is in full force and effect, except for such failures to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and or in full force and effect and are enforceable by Monsoon that have not had or its applicable Subsidiary would not reasonably be expected to have, individually or in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcythe aggregate, insolvencya Material Adverse Effect. Neither any member of the Seller Group nor any member of the Alkali Group, reorganizationon the one hand, moratorium nor, to the Knowledge of Seller, any other party to a Material Contract, on the other hand, is in breach or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required default under any Material Contract to be performed by it under the Monsoon Material Contracts, and which it is a party, except for such breaches and defaults that have not (with had or without notice would not reasonably be expected to have, individually or lapse in the aggregate, a Material Adverse Effect. There are no material disputes pending or, to the Knowledge of timeSeller, or both) threatened in material breach or material default thereunder writing, and, to the knowledge Knowledge of Monsoon, Seller no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actualintention to terminate or materially modify any Material Contract has been received by Seller since December 31, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent2013. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a4.13(a) of the Monsoon Peabody Disclosure Letter sets forth a true correct and complete list, list as of the date hereof, hereof of each all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Monsoon Peabody or any Monsoon Subsidiary of its Affiliates is a party or by to which Monsoon or any Monsoon Subsidiary or any of their respective properties the Peabody Contributed Assets or assets is bound the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (including any amendmentseach, supplements and modifications theretoa “Peabody Material Contract”): (i) any non-competition loan and credit agreement, non-solicitation Contract, note, debenture, bond, indenture, mortgage, security agreement, exclusive distribution, franchise or licensing agreement pledge or other Contract that includes similar agreement pursuant to which any provision which materially limits Monsoon material Indebtedness for borrowed money is outstanding or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Personmay be incurred; (ii) any Contract that relates to the formation, creation, governance or control of (other than any partnership, joint venture or similar arrangementcoal supply agreement, or any collaboration, cooperation purchase order or partnering commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any joint venture, partnership or similar organizational Contract that relates involving a sharing of profits or losses related to the acquisition all or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing portion of the relevant transaction has not occurredPeabody Business; (iv) any Contract with granting to any Related Person an option, right of Monsoon first offer or right of first refusal to purchase or acquire any Monsoon Subsidiary Peabody Contributed Asset (other than the agreements covered by clause (i) and any Monsoon Benefit Planpurchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material Contract pursuant to which the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any Third Party Approval is required pursuant to a “change of control” or similar clauseits Affiliates of any material penalty; (vi) any Contract entered into other that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than on commercial arm’s length terms90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any currency exchangeContract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, interest rate exchange, commodity exchange 2019 or similar Contractany future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract entered into relating to the disposition or acquisition by Monsoon Peabody or any Monsoon Subsidiary in connection with the settlement or other resolution of its Affiliates of any material Action imposing operational restrictions or conduct requirements on Monsoon business or any Monsoon Subsidiary material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or any of their respective Affiliates (including the Indigo Group Companies Liabilities continuing after the Closing Date)date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract (other than involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; orpractice and internal policy guidelines; (xxii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assetsPeabody Business. (b) (i) All Contracts set forth or required to be set forth Peabody and its Affiliates have duly performed and complied in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance all material respects with their terms (except insofar as respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing Peabody Material Contract. To the availability Knowledge of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of MonsoonPeabody, no other party to any Monsoon such Peabody Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and obligations thereunder. (ivc) neither Monsoon nor any of its Subsidiaries has received any written notice Except as set forth on Section 4.13(c) of the intention of any party Peabody Disclosure Letter, Peabody has made available to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True Arch true and complete copies of each written Monsoon Peabody Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(aSCHEDULE 3.13(a) of the Monsoon Disclosure Letter sets forth a true true, correct and complete listlist of all contracts, as of the date hereofcommitments, of each of the following Contracts licenses, agreements, obligations or arrangements, whether oral or written, formal or informal, to which Monsoon any Company Party or any Monsoon Subsidiary is a party (or by intends to become a party) or to which Monsoon or any Monsoon Subsidiary or any of their respective its assets or properties or assets is bound (including any amendments, supplements and modifications thereto):bound: (i) under which any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise Company Party or licensing agreement Subsidiary is indemnified for or other Contract that includes against any provision liability in excess of $100,000 or under which materially limits Monsoon any Company Party or any Monsoon Subsidiary from engaging in any activity is or conducting business with could be obligated to indemnify any Person or in any geographic area or from soliciting employees or personnel excess of any Person$100,000; (ii) under which any Contract that relates Company Party or Subsidiary leases personal property from or to the formationthird parties under Capital Leases which involve rental payments of at least $100,000 per annum or under operating leases which involve rental payments of at least $100,000; (iii) (A) granting representation, creationmarketing or distribution rights or (B) relating to Intellectual Property (including, governance without limitation, license, franchise or control similar agreements); (iv) under which any Company Party or Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness in excess of $100,000; (v) establishing or maintaining any partnership, joint venture or similar arrangementstrategic alliance, or any collaboration, cooperation or partnering Contract, in each case that is material to which provides for the Monsoon Business and for which the closing retention of the relevant transaction has not occurred; (iii) any Contract that relates services of a third party to the acquisition locate or disposition identify potential acquisitions of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clausedental practices; (vi) under which there is or may be imposed a security interest or other Lien on any Contract entered into of its assets, whether tangible or intangible, whose net book value or fair market value is in excess of $100,000 (other than on commercial arm’s length termsthe security interests or Liens granted in favor of the Purchaser and the Senior Agents); (vii) concerning any currency exchange, interest rate exchange, commodity exchange confidentiality or similar Contractnon-solicitation obligations entered into outside the ordinary course of business; (viii) under which any Contract entered into by Monsoon Company Party or Subsidiary is restricted from carrying on its business or any Monsoon Subsidiary part thereof, or from competing in connection any line of business or with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)Person; (ix) with officers, directors, employees, consultants or independent contractors of any Contract Company Party or Subsidiary; (x) resulting in the creation of any Lien (including any lease notifications) other than Contracts a Customary Permitted Lien; (xi) involving any Affiliates of any Company Party or Subsidiary; (xii) under which the consequences of a default or termination could have a Material Adverse Effect; (xiii) under which any Company Party or Subsidiary will make aggregate payments to any vendors or other suppliers in excess of $250,000 per annum; (xiv) under which any Company Party or Subsidiary manages any dental practice, professional corporation or professional association (including, without limitation, the Management Agreements), whether or not the financial statements of such practice, corporation or association are consolidated with the financial statements of Parent and its Subsidiaries, and under which any Company Party or Subsidiary is a party to any contract or other agreement relating to the Dental Insurance Business; and (xv) not entered into in the ordinary course of business consistent with past practiceand not otherwise disclosed on SCHEDULE 3.13 (a) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) in response to any Person of the foregoing clauses. All of the contracts, commitments, licenses, agreements, obligations or arrangements described in clauses (i) through (xv) above, together with the Senior Credit Documents and all Other Debt Documents, the real property leases, subleases, licenses and other interests described in each case other than Monsoon SECTION 3.24, whether entered into prior to, on or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than after the Closing Date, are collectively referred to herein as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets"MATERIAL CONTRACTS." (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) Except as disclosed on SCHEDULE 3.13(a), each Material Contract existing as of the Monsoon Disclosure Letter date hereof is a legal, valid and binding obligation of the Company Parties or filed or required to be filed as exhibits to Subsidiary that are parties thereto, on the Monsoon SEC Documents (one hand, and the “Monsoon Material Contracts”) are validother parties thereto, binding and in full force and effect and are on the other hand, enforceable by Monsoon or its applicable Subsidiary against each of them in accordance with their terms (its terms, except insofar as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or conveyance or similar Laws affecting laws relating to or limiting creditors’ ' rights generally, generally or by equitable principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required relating to be performed by it under the Monsoon Material Contractsenforceability, and it is not (in full force and effect. The parties to each Material Contract existing as of the date hereof are in substantial compliance with the terms thereof, and no default or without notice event of default by any Company Party or lapse of time, or both) in material breach or material default thereunder andSubsidiary or, to the knowledge of Monsoonthe Company Parties, no any other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereto exists thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save Except as disclosed in Section 5.17(c) of the Monsoon Disclosure Letterexpressly set forth on SCHEDULE 3.13(a), no Contract to which Monsoon Company Party or any Monsoon Subsidiary is a party will be in effect which purports to legally bindany contract, or impose any dutycommitment, license, agreement, obligation or other Liability of any kind (except for any confidentiality obligations arrangement that may arise as a result of Monsoon restricts it from carrying on its business or any Monsoon part thereof, or from competing in any line of business or with any other Person. (d) Each of the Management Agreements entered into by any Company Party or Subsidiary sharing any information with Indigo Parent since November 1997 either satisfies the criteria set forth on SCHEDULE 1.1A or any is substantially in the form of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) onEXHIBIT ▇-▇, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)▇-▇ OR D-3.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) 3.12 of the Monsoon Company Disclosure Letter sets forth a true and complete list, as of the date hereof, list of each of the following Contracts to which Monsoon which, as of the date of this Agreement, the Company or any Monsoon Subsidiary of its Subsidiaries is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendmentseach, supplements and modifications theretoa “Company Material Contract”): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise each Contract (A) not to (or licensing agreement otherwise restricting or other Contract that includes any provision which materially limits Monsoon limiting the ability of the Company or any Monsoon Subsidiary from engaging of its Subsidiaries to) compete in any activity line of business or conducting geographic area or (B) to restrict the ability of the Company or any of its Subsidiaries to conduct business with any Person or in any geographic area or from soliciting employees or personnel of any Personarea; (ii) each Contract (other than any Contract Company Benefit Plan) providing for or resulting in payments by the Company or any of its Subsidiaries that relates exceeded $250,000 since the Company Incorporation Date; (iii) all Contracts granting to any Person an option or a first refusal, first offer or similar preferential right to purchase or acquire any material Company Assets; (iv) all material Contracts for the formationgranting or receiving of a license, creationsublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, governance license fee, franchise fee or control of any similar payment; (v) all partnership, joint venture or other similar arrangement, agreements or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clausearrangements; (vi) any Contract entered into other than on commercial arm’s length termsagreement 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), except any such agreement with an aggregate outstanding principal amount not exceeding $1,000,000; (vii) any currency exchangeagreement for the disposition or acquisition by the Company or any of its Subsidiaries, interest rate exchangewith material obligations of the Company or any of its Subsidiaries (other than confidentiality obligations) remaining to be performed or material liabilities of the Company or any of its Subsidiaries continuing after the date of this Agreement, commodity exchange of any material business or similar Contractany material amount of assets other than in the ordinary course of business; (viii) any Contract entered into an agreement with a (A) the top 10 customers of the Company and its Subsidiaries, taken as a whole, as applicable, and (B) the top 10 suppliers of the Company and its Subsidiaries, taken as a whole, as applicable (in each case measured by Monsoon aggregate obligations paid or any Monsoon Subsidiary in connection with agreed to since the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing DateCompany’s inception); (ix) any Contract (agreement restricting or limiting the payment of dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than Contracts such restrictions or limitations that are required by applicable Law; (x) any Contract for the development of Intellectual Property, other than those entered into in the ordinary course of business consistent with past practice) which provides Company employees and contractors on the Company’s standard form for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability such Contracts; and (contingent or otherwisexi) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as the extent not set forth above in Section 3.12(a) of the Company Disclosure Letter pursuant to which Monsoon or another subsection of this Section 3.12(a), all material agreements with any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assetsGovernmental Authority. (b) A true and complete copy of each Company Material Contract (including any amendments thereto) entered into prior to the date of this Agreement has been made available to Parent prior to the date of this Agreement. Each Company Material Contract is a valid and binding agreement of the Company or its applicable Subsidiary, except where the failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) All Contracts set forth neither the Company or required such Subsidiary nor, to be set forth in Section 5.17(a) the Knowledge of the Monsoon Disclosure Letter Company, any other party thereto, is in breach of or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon default under any such Company Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies)Contract, (ii) Monsoon or its applicable Subsidiary has performed all as of the date of this Agreement, there are no material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (disputes with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party respect to any Monsoon such Company Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, and (iii) since January 1as of the date of this Agreement, 2014, neither Monsoon nor no party under any of its Subsidiaries Company Material Contract has received given written notice of any actual, alleged, possible its intent to terminate or potential otherwise seek a material violation of, or material failure amendment to comply with, any term or requirement of any Monsoon such Company Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Monsoon Company SEC Documents have been so (including, for the avoidance of doubt, those that are filed in a timely manner. Section 5.17(a) of with the Monsoon Disclosure Letter sets forth a true SEC at any time prior to the date hereof and complete listincorporated by reference thereto), as of the date hereofof this Agreement, neither the Company nor any of each of the following Contracts to which Monsoon or any Monsoon Subsidiary its Subsidiaries is a party to or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto):by: (i) any non“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel K of any Personthe SEC); (ii) any material Contract that relates to the formation, creation, governance with a Material Customer or control of any partnership, joint venture a Material Supplier (or similar arrangement, an applicable Affiliate or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurredSubsidiary thereof); (iii) any Contract (other than any individual purchase order issued pursuant to any long term master agreements with customers) that relates involved individual or aggregate payments or consideration of more than $5,000,000 in the six-month period ended March 6, 2015, or is expected to involve individual or aggregate payments or consideration of more than $5,000,000 in the six-month period beginning March 6, 2015 (it being understood that the Company is not making any representation or warranty as to the acquisition actual amount of future payments to be received under any such Contract), for goods and services furnished by or disposition to the Company or any of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurredits Subsidiaries; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than under which the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary Company or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) its Subsidiaries has continuing material indemnification, earnout or similar obligations to any Contract (third Person, other than Contracts those entered into in the ordinary course of business consistent with past practicepractices; (v) which provides any Contract for aggregate future sums due from Monsoon capital expenditures involving payments of more than $5,000,000 individually or in the aggregate, by or on behalf of the Company or any Monsoon Subsidiary of its Subsidiaries; (vi) any Contract involving a joint venture or an aggregate future liability strategic alliance or partnership agreement or other sharing of profits or losses with any person; (contingent vii) any Contract relating to indebtedness under which the principal amount outstanding thereunder payable by the Company or otherwiseany of its Subsidiaries is greater than $10,000,000; (viii) any Contract containing covenants by the Company or any of its Affiliates not to (A) compete with any Person, (B) engage in any line of business or activity in any geographic region or (C) sell any products or services to, or obtain any products or services from, any Person (in any geographic region, in each case other than Monsoon as would purport to be binding on the Company or its Affiliates or Parent or its Affiliates after the consummation of the Merger; (ix) any Contract containing any put, call, exclusivity, right of first refusal or right of first offer or similar right granted by the Company or any Monsoon Subsidiary) in excess of $1,000,000; orits Subsidiaries to any person; (x) any other Contract other that involved individual or aggregate payments or consideration of more than as set forth above $5,000,000 in the six-month period ended on March 6, 2015, or is expected to which Monsoon involve individual or any Monsoon Subsidiary is a party aggregate payments or consideration of more than $5,000,000 in the six-month period beginning on March 6, 2015, by which it the Company or any of its assets Subsidiaries in respect of any leased tangible personal property; (xi) any Contract evidencing an outstanding loan, advance or businesses is bound investment by the Company or subject any of its Subsidiaries to or in any person (other than any other Subsidiary of the Company) of more than $10,000,000 in the aggregate (excluding trade receivables and advances to employees for normally incurred business expenses, each arising in the ordinary course of business consistent with past practice); (xii) any Material Governmental Contract; (xiii) any Collective Bargaining Agreement; (xiv) any Order or settlement or conciliation agreement with any Governmental Entity; (xv) any Contract involving the sale, transfer or acquisition of any business entered into by the Company or any Subsidiary of the Company in the three years preceding the date of this Agreement; (xvi) any Company IP Agreement that is material involved individual or aggregate payments or consideration of more than $5,000,000 in the six-month period ended on March 6, 2015; and (xvii) any Contract under which the Company or any of its Subsidiaries provides indemnification to any Indemnified Party. All contracts of the Monsoon Business or the use or operation of their assetstypes referred to in clauses (i) through (xvi) above referred to herein as “Company Material Contracts.” (b) Except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) All Contracts set forth or required to be set forth in Section 5.17(a) neither the Company nor any Subsidiary of the Monsoon Disclosure Letter Company is in breach of or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it default under the Monsoon terms of any Company Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder Contract and, to the knowledge of Monsoonthe Company, no other party to any Monsoon Company Material Contract is (with or without notice or lapse of time, or both) in breach of or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of any Company Material Contract and (ii) each Company Material Contract is a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates valid and binding obligation of Monsoon the Company or the Monsoon Subsidiary of the Company that is party thereto (or words and, to the knowledge of similar import)the Company, Indigo Parent or any Affiliate thereof (of each other than Monsoon or any Monsoon Subsidiary)party thereto, and is in full force and effect, subject to the Remedies Exceptions.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a4.12(a) of the Monsoon Company Disclosure Letter Schedule sets forth a true complete and complete list, accurate list of binding Contracts to which any Company Entity is a party falling within the following categories and existing as of the date hereof, of and in each of the following case excluding any Contracts to which Monsoon or any Monsoon Subsidiary is a only Company Entities are party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendmentscollectively, supplements and modifications theretothe “Material Contracts”): (i) any non-competition agreementContract (other than purchase orders or statements of work entered into in the Ordinary Course) with a Key Supplier or a Key Customer, non-solicitation agreementproviding for, exclusive distributionor pursuant to which would reasonably be expected to result in, franchise either (A) annual payments by the Company Entities of $5 million or licensing agreement more, (B) annual revenue to the Company Entities of $5 million or other Contract that includes any provision which materially limits Monsoon more or any Monsoon Subsidiary from engaging in any activity (C) revenue to the Company Entities of $10 million or conducting business with any Person or in any geographic area or from soliciting employees or personnel more over the term of any Personthe Contract; (ii) any Contract that relates (other than purchase orders or statements of work entered into in the Ordinary Course) not with a Key Supplier or a Key Customer, for the purchase, sale, lease or other disposition of real or personal property, services, equipment or other tangible assets or materials providing for, or pursuant to which would reasonably be expected to result in, either (A) annual payments by the Company Entities of $10 million or more, (B) annual revenue to the formation, creation, governance Company Entities of $10 million or control of any partnership, joint venture more or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material (C) revenue to the Monsoon Business and for which Company Entities of $10 million or more over the closing term of the relevant transaction has not occurredContract; (iii) any Contract establishing (A) any Material Joint Venture or (B) any other joint venture, strategic alliance or teaming arrangement that relates is or would reasonably be expected to be material to the Company Entities, taken as a whole; (iv) any Government Contract providing for either (A) annual payments by the Company Entities of $10 million or more or (B) annual revenue to the Company Entities of $10 million or more; (v) any Contract relating to the acquisition or disposition of any business, business (whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clauseCompany Entity has material outstanding obligations; (vi) the Credit Agreements and any other Contract entered into other than on commercial arm’s length termsto which any Company Entity is obligor or guarantor relating to Indebtedness, except any such Contract with an aggregate outstanding principal amount not exceeding $5 million; (vii) any currency exchangeContract under which any Company Entity (A) has made or agreed to make any loan, interest rate exchangeadvance or assignment of payment to, commodity exchange or similar Contract(B) made any capital contribution to, or other investment in, any Person (other than any Company Entity), or guaranteed or agreed to guarantee any of the foregoing, except any such Contract with an aggregate amount of such an obligation not exceeding $10 million; (viii) any Contract entered into by Monsoon that obligates any Company Entity to make any capital expenditure or any Monsoon Subsidiary investment in connection with the settlement or other resolution excess of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)$10 million; (ix) any Contract granting any Person (other than any other Company Entity) a Lien, in each case, other than a Permitted Lien, on material assets or properties of any Company Entity; (x) the Company Name License Agreements and any other Contract that is material to business of any Company Entity and pursuant to which any Company Entity: (A) obtains a license to, a covenant not to be sued under, or other right to use any Intellectual Property Right of a third party (other than (1) licenses for off-the-shelf software generally available to the public on non-discriminatory pricing terms, (2) non-exclusive licenses of Intellectual Property Rights that are not material to the business of any Company Entity and that are incidental to the transaction contemplated by the Contracts containing such licenses, where the purpose of such Contracts is primarily something other than the license of such Intellectual Property Rights, or (3) licenses for Open Source software) or (B) grants a license to, a covenant not to be sued under, or other right to use any Company-Owned Intellectual Property Right (other than non-exclusive licenses granted in the Ordinary Course that are not material to the business of any Company Entity and that are incidental to the transaction contemplated by the Contracts containing such licenses, where the purpose of such Contracts is primarily something other than the license of such Company Intellectual Property Rights); (xi) any Labor Agreement; (xii) any Contract with a Key Employee providing for compensation (including deferred compensation); (xiii) any Contract providing for indemnification obligations of any Company Entity not entered into in the ordinary course Ordinary Course; (xiv) any Contract providing for “most favored customer” or similar terms that limit any Company Entity’s right to set pricing independently of business consistent any other Contract, in a manner that is or would reasonably be expected to be material to the Company Entities, taken as a whole; (xv) any Contract granting a third Person any right of first refusal, right of first offer, right of first negotiation or similar right in a manner that is or would reasonably be expected to be material to the Company Entities, taken as a whole; (xvi) any Contract containing covenants expressly limiting in any material respect the freedom of any Company Entity to compete with past practiceany Person or operate in any jurisdiction, or containing any exclusivity, standstill or non-solicitation (other than relating to employees) which obligation binding on any of the Company Entities; (xvii) any Contract that prohibits or restricts in any material respect the right of any Company Entity to make, sell, supply, market or distribute any products or services sold or provided by any Company Entity; (xviii) any Contract with a Seller or any of its Affiliates (other than the Company Entities, Material Joint Ventures or Other Joint Ventures) (“Intercompany Agreements”); (xix) any Contract that provides for aggregate future sums due from Monsoon potential revenue to the Company Entities of $10 million or more over the term of the Contract; (xx) any Monsoon Subsidiary Contract involving a resolution or settlement of any Action where the amount paid in the resolution or settlement exceeds $20 million; or (xxi) any Real Property Lease that is a lease, sublease or other occupancy agreement providing for the lease or sublease by a Company Entity of real property at an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) annual base rent in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets5 million. (b) Sellers have made available to Buyer a true, correct and complete copy (i) All Contracts set forth including all amendments or required to be set forth in Section 5.17(amodifications thereto) of the Monsoon Disclosure Letter each Material Contract. Each Material Contract is a legal, valid and binding agreement of one or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are validmore Company Entities, binding and is in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contractseffect, and it is not (with or without notice or lapse of timeenforceable against the applicable Company Entity party thereto, or both) in material breach or material default thereunder and, to the knowledge of MonsoonSellers, each other party thereto, in accordance with the terms thereof (subject to the Remedies Exception). No Company Entity or, to the knowledge of Sellers, any other party is, or is alleged to be, in material default or breach under the terms of any such Material Contract, except for any such defaults or breaches which would not reasonably be expected to be, individually or in the aggregate, material to the Company Entities, taken as a whole. Without limitation of the foregoing, no other party Credit Agreement Default has occurred that would reasonably be expected to any Monsoon Material Contract is (with or without notice or lapse result in a failure of timethe condition set forth in Section 8.01(b)(iv); provided that, or both) solely for purposes of this Section 4.12(b), the following phrase shall be disregarded in breach or default thereunderthe definition of Credit Agreement Default: “of which Sellers have, as of such date of determination, (iiii) since January 1, 2014, neither Monsoon nor any Actual Knowledge of its Subsidiaries has Sellers or (ii) received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and from the Administrative Agent (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of as defined in the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed applicable Credit Agreement referenced in Section 5.17(a) of the Monsoon Disclosure Letter this clause (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar importa), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).”

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a3.15(a) of the Monsoon Disclosure Letter sets forth a true and complete list, as of the date hereof, of Schedule lists each of the following Contracts to which Monsoon or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any contracts and agreements of their respective properties or assets is bound the Pershing Companies (including any amendments, supplements such contracts and modifications theretoagreements being “Material Contracts”): (i) all contracts and agreements relating to Indebtedness of the Pershing Companies to a third party that individually are in excess of $2,000,000; (ii) all contracts and agreements with any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise Governmental Authority to which any of the Pershing Companies is a party; (iii) all contracts and agreements that limit or licensing agreement or other Contract that includes purport to limit the ability of any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging of the Pershing Companies to compete in any activity line of business or conducting business with any Person or in any geographic area or from soliciting employees or personnel during any period of any Person; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurredtime; (iv) all contracts and agreements between or among any Contract with any Related Person of Monsoon the Pershing Companies and the Seller or any Monsoon Subsidiary (other than Affiliate of the agreements covered by clause (i) and any Monsoon Benefit Plan)Seller; (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into all contracts and agreements, other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts option and margin agreements entered into in the ordinary course of business consistent with past practice) business, to which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) of the Pershing Companies is a party requiring the payment of money in excess of $1,000,0001,000,000 during the 12 month period ending on the date hereof or that would, on an annualized basis, have required such payment during such period; orprovided, however, that with respect to those contracts and agreements the terms of which prohibit the Seller from disclosing their contents, the Seller shall only provide the Purchaser with a list of such contracts and agreements; (vi) all Company IP Licenses, other than shrink-wrap or click-through licenses of computer software, contemplating an exchange of value in excess of $1,000,000 during the 12 month period ending on the date hereof; (vii) all contracts and agreements granting an Encumbrance, other than Permitted Encumbrances, upon any property or asset of any Pershing Company; (viii) all contracts and agreements obligating any Pershing Company to pay to any Person any money as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated herein; (ix) all contracts and agreements providing for the acquisition or disposition after the date of this Agreement of any Assets contemplating an exchange of value in excess of $500,000; (x) all contracts and agreements providing for a power of attorney on behalf of any other Contract Pershing Company other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any qualified service representative agreements, stock powers of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation attorney and similar agreements; and (xi) all leases and subleases in respect of their assetsLeased Real Property. (b) Each Material Contract: (i) All Contracts set forth or required to be set forth in Section 5.17(a) is valid and binding on each of the Monsoon Disclosure Letter or filed or required to be filed as exhibits Pershing Companies which is a party thereto, and, to the Monsoon SEC Documents (knowledge of the “Monsoon Material Contracts”) are validSeller, binding the counterparties thereto, and is in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon upon consummation of the transactions contemplated by this Agreement, except to the extent that any consents set forth in Section 3.08 of the Disclosure Schedule are not obtained, shall continue in full force and effect without penalty or its applicable Subsidiary has performed all material obligations required to be performed by it under other adverse consequence. None of the Monsoon Pershing Companies is in breach of, or default under, any Material ContractsContract, except where such breach or default would not, individually or in the aggregate, have a Material Adverse Effect, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of MonsoonSeller, no none of the other party to any Monsoon Material Contract parties thereto is (with or without notice or lapse of time, or both) in breach or material default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parentbreach. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon Company SEC Documents have been so filed in a timely manner. Except as set forth in Section 5.17(a3.17(a) of the Monsoon Company Disclosure Letter sets forth Letter, neither the Company nor any of its Subsidiaries is a true and complete listparty to, as of the date hereofor bound by, of each any of the following Contracts to which Monsoon or any Monsoon Subsidiary is (each, a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto“Company Material Contract”): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging is a “material contract” (as such term is defined in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel Item 601(b)(10) of any PersonRegulation S-K of the Exchange Act); (ii) any Contract that relates relating to the formation, creation, governance indebtedness for money borrowed or control guaranteed indebtedness for money borrowed of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, Person (other than the Company and its Subsidiaries) in each case that is material to the Monsoon Business and for which the closing excess of the relevant transaction has not occurredTwo Million Dollars ($2,000,000); (iii) any Contract that relates to the acquisition (A) restricts it from participating or disposition competing in any line of any business, whether by merger, sale of stock, sale of assets market or otherwise, in each case for which the closing of the relevant transaction has not occurredgeographic area or (B) grants any exclusive rights to any Person; (iv) any Contract with joint venture, partnership or limited liability company agreements or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any Related Person of Monsoon joint venture, partnership or any Monsoon Subsidiary (limited liability company, other than any such agreements or arrangements solely between or among the agreements covered by clause (i) and any Monsoon Benefit Plan)Company and/or its wholly owned Subsidiaries; (v) any material collective bargaining agreement or other Contract pursuant to which or with any Third Party Approval is required pursuant to labor union or other employee representative of a “change group of control” or similar clauseemployees; (vi) any Contract entered into other than on commercial arm’s length termsemployment, retention, severance, change in control or consulting agreement; (vii) any currency exchangeContract, interest rate exchangeincluding any employment, commodity exchange retention, severance, change in control or similar Contractconsulting agreement, and stock option plan, stock incentive plan, stock appreciation rights plan, or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (either alone or in combination with any subsequent event or events) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with between the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or Company and any of their respective Affiliates (including its Affiliates, other than any such Contract solely between or among the Indigo Group Companies after the Closing Date)Company and/or its wholly owned Subsidiaries; (ix) any Contract (Material IP Contracts and other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; orMajor Properties Contracts; (x) any other Contract other than as set forth above relating to which Monsoon the disposition or any Monsoon Subsidiary is a party or acquisition by which it the Company or any of its Subsidiaries of assets or businesses is bound properties in excess of Two Million Dollars ($2,000,000), other than Material IP Contracts; (xi) any Contract the termination of which would reasonably be expected to have a Company Material Adverse Effect; or (xii) any other Contract that contains outstanding obligations in excess of Two Million Dollars ($2,000,000) or subject that is otherwise material to the Monsoon Business condition (financial or otherwise), business, properties, assets or results of operations of the use or operation of their assetsCompany and its Subsidiaries taken as a whole. (b) As of the date of this Agreement, the Company has made available to Parent true, correct and complete copies of all Company Material Contracts. (c) Except as set forth or described on Section 3.17(c) of the Company Disclosure Letter, (i) All Contracts set forth or required neither the Company nor any of its Subsidiaries nor, to be set forth in Section 5.17(a) the Knowledge of the Monsoon Disclosure Letter Company, any other party to a Company Material Contract, is in material breach or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generallyviolation of, or by principles governing the availability of equitable remedies)in material default under, any Company Material Contract, (ii) Monsoon with respect to either the Company or any of its applicable Subsidiary Subsidiaries or, to the Knowledge of the Company, any other party to a Company Material Contract, no event has performed all occurred or circumstance exists which would result in a material obligations required to be performed by it under the Monsoon breach or violation of, or a material default under, any Company Material ContractsContract (in each case, and it is not (with or without notice or lapse of time, time or both) in material breach or material default thereunder and (iii) each Company Material Contract is valid and binding on each of the Company and its Subsidiaries, as applicable, and, to the knowledge Knowledge of Monsoonthe Company, no each other party thereto and enforceable in accordance with its terms, subject to any Monsoon Material Contract applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is (sought in a proceeding at equity or law), and is in full force and effect with or without notice or lapse respect to each of timethe Company and its Subsidiaries, or both) in breach or default thereunderas applicable and, (iii) since January 1to the Knowledge of the Company, 2014each other party thereto. In the ordinary course of business, neither Monsoon nor any of the Company and its Subsidiaries has received written notice of any actual, alleged, possible do not enter into Contracts providing for most favored customer pricing or potential material violation of, or material failure similar terms to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parentthird parties. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required For purposes of this Agreement, "Material Contract" shall mean the following to be which the Company or any of its Subsidiaries is a party or any of the respective assets are bound: (i) 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 SEC; (ii) any Lease; (iii) any employment or consulting Contract (in each case with respect to which the Company has continuing obligations as exhibits to of the Monsoon SEC Documents have been so filed in date hereof) with any current or former (x) executive officer of the Company, (y) member of the Company Board, or (z) Company Employee; (iv) any Contract providing for indemnification or any guaranty by the Company or any Subsidiary thereof, other than (x) any guaranty by the Company or a timely manner. Section 5.17(aSubsidiary thereof of any of the obligations of (A) the Company or another wholly-owned Subsidiary thereof or (B) any Subsidiary (other than a wholly-owned Subsidiary) of the Monsoon Company that was entered into in the ordinary course of business pursuant to or in connection with a customer Contract, , (y) any Contract providing for any guaranty by a Person other than the Company with respect to a liability or obligation of the Company, or (z) any Contract providing for indemnification of customers or other Persons pursuant to Contracts entered into in the ordinary course of business; (v) any Contract that purports to limit the right of the Company or any of its Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries) (x) to engage in any line of business, or (y) to compete with any Person or operate in any geographical location; (vi) any Contract relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by the Company or any of its Subsidiaries after the date of this Agreement of assets other than consumable inventory (including, without limitation, fibers); (vii) any Contract relating to the repair and maintenance of Company Medical Equipment involving payments by the Company in excess of $50,000 in any year; (viii) any Contract that obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate Parent, the Surviving Corporation or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis with any third party; (ix) any partnership, joint venture or similar Contract that is material to the Company and its Subsidiaries taken as a whole; (x) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, other than accounts receivables and payables; (xi) any employee collective bargaining agreement or other Contract with any labor union; (xii) any other Contract under which the Company or any of its Subsidiaries is obligated to make payment or incur costs in excess of $50,000 in any year and which is not otherwise described in clauses (i)-(xi) above; (xiii) any Contract which is not otherwise described in clauses (i)-(xii) above that is material to the Company and its Subsidiaries, taken as a whole, and listed on Section 4.19(b) of the Company Disclosure Letter; or (xiv) any Company IP Agreement that is material to the conduct of the Company's business. (b) Section 4.19(b) of the Company Disclosure Letter sets forth a true and complete list, list as of the date hereofhereof of all Material Contracts. The Company has made available to Parent correct and complete copies of all Material Contracts, of each of the following Contracts to which Monsoon or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications amendments thereto):. (i) any non-competition agreementAll the Material Contracts are valid and binding on the Company or its applicable Subsidiary, non-solicitation agreementenforceable against it in accordance with its terms, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Person; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that and is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from Monsoon or any Monsoon Subsidiary or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000; or (x) any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies)effect, (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under neither the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any third party has materially violated any provision of, or materially failed to perform any obligation required under the provisions of, any Material Contract, and (iii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any third party is in breach, or has received written notice of any actualmaterial breach, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a) of the Monsoon Disclosure Letter sets forth a true and complete list, as of the date hereof, of each of Schedule 4.29 lists the following Contracts contracts and other agreements (“Material Agreements”) to which Monsoon or any Monsoon Subsidiary the Buyer is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto): party: (i) any non-competition agreementagreement (or group of related agreements) for the lease of real or personal property, non-solicitation agreementincluding capital leases, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area to or from soliciting employees or personnel any person providing for annual lease payments in excess of any Person; $25,000; (ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangementlicensing agreement, or any collaborationagreement forming a partnership, cooperation strategic alliances, profit sharing or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurred; joint venture; (iii) any Contract that relates to the acquisition agreement (or disposition group of related agreements) under which it has created, incurred, assumed, or guaranteed any businessindebtedness for borrowed money in excess of $10,000, whether by mergeror under which a security interest has been imposed on any of its assets, sale of stock, sale of assets tangible or otherwise, in each case for which the closing of the relevant transaction has not occurred; intangible; (iv) any Contract with any Related Person profit sharing, deferred compensation, severance, or other material plan or arrangement for the benefit of Monsoon its current or former officers, directors and managers or any Monsoon Subsidiary (other than of the agreements covered by clause (i) and any Monsoon Benefit Plan); Buyer’s employees; (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change employment or independent contractor agreement providing annual compensation in excess of control” $10,000 or similar clause; providing post-termination or severance payments or benefits or that cannot be cancelled without more than thirty (30) days’ notice; (vi) any Contract entered into other than on commercial arm’s length terms; agreement with any current or former officer, director, shareholder, members, manager or affiliate of the Buyer; (vii) any currency exchangeagreements relating to the acquisition (by merger, interest rate exchange, commodity exchange purchase of units or similar Contract; assets or otherwise) by the Buyer of any operating business or material assets or the capital stock of any other person; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with agreements for the settlement or other resolution sale of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after assets of the Closing Date); (ix) any Contract (Buyer, other than Contracts entered into in the ordinary course of business consistent with past practicebusiness; (ix) which provides for aggregate future sums due from Monsoon any outstanding agreements of guaranty, surety or any Monsoon Subsidiary indemnification, direct or an aggregate future liability (contingent or otherwise) to any Person (in each case other than Monsoon or any Monsoon Subsidiary) in excess of $1,000,000indirect, by the Buyer; or (x) any royalty agreements, licenses or other Contract agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (xi) any other than as set forth above agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect on the Buyer including any customer agreements. (a) The Buyer has made available to Company either an original or a correct and complete copy of each written Material Agreement. With respect to each Material Agreement to which Monsoon or any Monsoon Subsidiary the Company is a party or by which it or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assets. (b) thereto: (i) All Contracts set forth or required to be set forth in Section 5.17(a) the agreement is the legal, valid, binding, enforceable obligation of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding Company and is in full force and effect in all material respects, subject to bankruptcy and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), remedies exceptions; (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under (A) the Monsoon Material Contracts, and it Company is not in material breach or default thereof and (B) no event has occurred which, with or without notice or lapse of time, or both) in would constitute a material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of timeof, or both) in breach permit termination, modification, or default thereunderacceleration under, the Material Agreement; and (iii) since January 1, 2014, neither Monsoon nor the Company has not repudiated any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice provision of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parentagreement. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Except for this Agreement and Contracts required to be filed as exhibits to the Monsoon Company SEC Documents have been so filed in a timely manner. Documents, Section 5.17(a) 4.12 of the Monsoon Company Disclosure Letter sets forth a true complete and complete correct list, as of the date hereofof this Agreement, and the Company has made available to Parent complete and correct copies, of each Contract (together with any and all amendments and supplements thereto and material side letters and similar documentation relating thereto) to which the Company or any of its Subsidiaries is a party to or bound by (each, a “Material Contract”) of any of the following Contracts to which Monsoon or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto):types: (i) with a customer representing any non-competition agreementof the fifty (50) largest customer relationships by revenue of the Company on a consolidated basis over the twelve (12) months immediately prior to January 31, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Person2012; (ii) with a supplier representing any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing of the relevant transaction has not occurredten (10) largest telecommunications services supplier relationships by payments of the Company on a consolidated basis during the current fiscal year through April 19, 2012; (iii) with a supplier, other than professional service providers, representing any Contract of the ten (10) largest supplier relationships, other than the ten (10) largest telecommunications services supplier relationships, measured by payments of the Company on a consolidated basis during the current fiscal year through April 19, 2012; (iv) with a sales agent representing any of the ten (10) largest sales agent relationships by revenue of the Company on a consolidated basis generated or managed during the current fiscal year through February 29, 2012; (v) with a reseller of the Company’s and/or its Subsidiaries’ products or services representing any of the ten (10) largest sales reseller relationships by revenue of the Company on a consolidated basis over the twelve (12) months immediately prior to March 31, 2012; (vi) with a consultant or independent contractor representing any of the ten (10) largest consultant or independent contractor relationships by payments of the Company on a consolidated basis during the current fiscal year through April 26, 2012; (vii) entered into within the two (2) years prior to the date hereof that relates relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan); (v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause; (vi) any Contract entered into other than on commercial arm’s length terms; (vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract; (viii) granting any Contract entered into by Monsoon Person an option or right to acquire on a non-arms’ length basis any Monsoon Subsidiary Specified Intellectual Property (other than non-exclusive licenses granted to customers in connection with the settlement ordinary course of business) or other resolution material assets or tangible property of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary the Company or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date)its Subsidiaries; (ix) relating to (A) indebtedness for borrowed money (including guarantees by the Company or any Contract of its Subsidiaries) other than to or from its wholly-owned Subsidiaries, (B) the incurrence of Liens (other than Permitted Liens) on the assets of the Company or its Subsidiaries, (C) the assumption, guarantee or endorsement, or other responsibility (whether directly, contingently or otherwise) for, the obligations of any Person (other than its wholly-owned Subsidiaries) for borrowed money, or (D) any “keep well” or other agreement to maintain any financial statement condition of another Person (other than a wholly-owned Subsidiary of the Company), excluding in each case Contracts entered into relating to trade payables arising in the ordinary course of business consistent with past practiceand those involving an amount of less than $50,000; (x) which provides for aggregate future sums due from Monsoon that, except as would not have a material restrictive impact on the business of the Company or its Affiliates, to the Knowledge of the Company (A) limit the ability of the Company or any Monsoon Subsidiary of its Affiliates to solicit any Person as a customer, (B) limit the ability of the Company or an aggregate any of its Affiliates to compete in any line of business or with any Person or in any geographic area or during any future liability period of time, or (contingent C) obligate the Company or otherwise) any of its Affiliates to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby; (xi) relating to any material strategic alliance, joint venture or partnership arrangements; (xii) pursuant to which the Company or any of its Subsidiaries are obligated to contribute capital, loan money or otherwise provide funds or make additional investments in any Person (in each case other than Monsoon a wholly-owned Subsidiary of the Company or any Monsoon Subsidiaryother than trade payables arising in the ordinary course of business; (xiii) relating to open purchase orders (including for services) involving future payments in excess of $1,000,000; or150,000; (xxiv) providing “most favored nation” or similar pricing to any other Contract other than as set forth above to which Monsoon or any Monsoon Subsidiary customer that is a party to a Contract described in subsection (i) above with respect to the sale, distribution, license or by which it support of any products or services; and (xv) the termination or loss of which, to the Knowledge of the Company, would materially and adversely affect the ability of the Company and its Subsidiaries to provide goods or services to customers, excluding Contracts otherwise described in any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation of their assetssubsections (i) through (xiv) above. (b) Section 4.06(a) of the Company Disclosure Letter also sets forth, for the Contracts listed in items (i) All Contracts set forth through (vi) thereof, the revenue or required fees received from or paid to be set forth such customer, supplier, sales agent/reseller or consultant/independent contractor during the time period referenced in Section 5.17(a4.06(a)(i) through (vi), as applicable. (c) Each Material Contract is valid and binding on the Company or any of the Monsoon Disclosure Letter or filed or required to be filed as exhibits its Subsidiaries, and to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are validCompany’s Knowledge, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary each other party thereto in accordance with their its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or reorganization and other similar Laws laws affecting creditors’ the rights of creditors generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge exercise of Monsoon, no other party to any Monsoon Material Contract a court’s equitable powers) and is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, nor, to the Company’s Knowledge, has received provided or is in receipt of any written notice of any actual, alleged, possible or potential material violation of, or material failure current intention to comply withterminate, any term Material Contract. To the Company’s Knowledge, no event or requirement circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any Monsoon right or obligation or the loss of any benefit thereunder. No customer who is a party to a Material ContractContract has given written, and (iv) neither Monsoon nor or, to the Knowledge of the Company, oral, notice to the Company or any of its Subsidiaries has received any written notice that it intends to reduce its purchase of goods or services from the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo Parent. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon Company or any Monsoon Subsidiary is a party will be of its Subsidiaries, make any material modifications or change in effect which purports or to legally bindterminate its business relationship with the Company or any of its Subsidiaries and no material credit amounts are owing or, or impose to the Company’s Knowledge, alleged owing, to any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise customer as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent a breach by the Company or any of its Affiliates that Subsidiaries of any service level obligations except as may have been reserved for in the Financial Statements. No supplier who is subject a party to a Material Contract has given written, or, to the Knowledge of the Company, oral, notice to either the Company or any of its Subsidiaries that it intends to alter or change any material pricing or other material terms with respect to its supply of a confidentiality agreement goods or services to the Company or any of its Subsidiaries, or to terminate its business relationship with a third partythe Company or any of its Subsidiaries. (d) on, either expressly or through a reference to affiliates Neither the entry into nor the consummation of Monsoon this Agreement or the Monsoon Subsidiary transactions consummated hereby (including the Merger) will, directly or indirectly, in whole or in part, terminate, adversely modify, increase the obligations or decrease the rights of the Company (including as the Surviving Corporation) or its Subsidiaries under that is party thereto certain Securities and Asset Purchase Agreement dated as of October 21, 2010, by and among the Company, Premiere Global Services, Inc., Xpedite Systems Holdings (or words of similar import)UK) Limited, Indigo Parent or any Affiliate thereof Premiere Conferencing (other than Monsoon or any Monsoon SubsidiaryCanada) Limited and Xpedite Systems, LLC (the “PGI Agreement”).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in For all purposes of and under this Agreement, a timely manner. Section 5.17(a) “Material Contract” shall mean any of the Monsoon Disclosure Letter sets forth a true and complete listfollowing, as of excluding the date hereof, of each of the following Contracts to which Monsoon or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto):Accel Agreement: (i) any non“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-competition agreementK of the SEC, non-solicitation agreementother than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to the Company and its Subsidiaries, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon or any Monsoon Subsidiary from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Persontaken as whole; (ii) any employment or consulting Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, (in each case that is material to the Monsoon Business and for case, under which the closing Company has continuing obligations as of the relevant transaction has not occurreddate hereof) with any executive officer or other employee of the Company or its Subsidiaries or member of the Company Board providing for an annual base salary in excess of $175,000; (iii) any material Contract that relates to the acquisition or disposition of with any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurredtwenty (20) largest customers of the Company and its Subsidiaries, determined on the basis of revenues received by the Company or any of its Subsidiaries for the fiscal year ended December 31, 2008 (the “Material Customer Agreements”); (iv) any Contract containing any covenant (A) limiting the right of the Company or any of its Subsidiaries to engage in any material line of business or to compete with any Related Person in any line of Monsoon business that is or could reasonably be expected to be material to the Company, or (B) prohibiting the Company or any Monsoon Subsidiary (of its Subsidiaries from engaging in business with any Person or levying a fine, charge or other payment for doing so, in each case other than any such Contracts that (x) may be cancelled without material liability to the agreements covered by clause Company or its Subsidiaries upon notice of ninety (i90) days or less or (y) are not, individually or in the aggregate, material to the Company and any Monsoon Benefit Plan)its Subsidiaries; (v) any Contract (A) relating to the disposition or acquisition by the Company or any of its Subsidiaries after the date of this Agreement of a material Contract amount of assets other than in the ordinary course of business, or (B) pursuant to which the Company or any Third Party Approval is required pursuant to a “change of control” its Subsidiaries will acquire any material ownership interest in any other Person or similar clauseother business enterprise other than the Company’s Subsidiaries; (vi) any Contract entered into mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than on commercial arm’s length terms; (viiA) any currency exchangeaccounts receivables and payables, interest rate exchangeand (B) loans to direct or indirect wholly-owned Subsidiaries, commodity exchange or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (other than Contracts entered into each case in the ordinary course of business consistent with past practice; (vii) which provides any Lease or Sublease set forth in Sections 3.15(b) and 3.15(c) of the Company Disclosure Letter; (viii) any Contract providing for aggregate future sums due from Monsoon the payment, increase or vesting of any Monsoon Subsidiary material benefits or an aggregate future liability compensation in connection with the transactions contemplated hereby (contingent or otherwise) to any Person (in each case other than Monsoon Contracts evidencing Company Options or Company Stock-Based Awards); (ix) any Monsoon Subsidiary) Contract providing for severance in excess of $1,000,000; or75,000 (other than those pursuant to which severance is required by applicable Law); (x) any other Contract other than as set forth above relating to which Monsoon or any Monsoon Subsidiary is a party or by which it evidencing Indebtedness of the Company or any of its assets Subsidiaries, in the case of each clause in the definition thereof, greater than $100,000 (whether or businesses is bound not contingent); (xi) any Contract providing for indemnification of any officer, director, manager or subject employee by the Company or its Subsidiaries; (xii) any Contract that is involves any material joint venture, partnership or similar arrangement; and (xiii) any Company Intellectual Property Agreements required to be listed pursuant to Section 3.16(c) of the Monsoon Business or the use or operation of their assetsCompany Disclosure Letter. (b) (i) All Contracts set forth or required to be set forth in Section 5.17(a3.13(b) of the Monsoon Company Disclosure Letter contains a complete and accurate list of all Material Contracts to or filed by which the Company or required any of its Subsidiaries is a party or is bound. (c) Each Material Contract is valid and binding on the Company (and/or each such Subsidiary of the Company party thereto) and is in full force and effect, and neither the Company nor any of its Subsidiaries party thereto, nor, to the Knowledge of the Company, any other party thereto, is in breach of, or default under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default, or otherwise modify any rights or obligations thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except for such failures to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Material Contracts”) are valid, binding and in full force and effect and are enforceable by Monsoon or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon breaches and defaults that would not have a Company Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Monsoon, no other party to any Monsoon Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Monsoon nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Material Contract, and (iv) neither Monsoon nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo ParentAdverse Effect. (c) Upon Closing, save as disclosed in Section 5.17(c) of the Monsoon Disclosure Letter, no Contract to which Monsoon or any Monsoon Subsidiary is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Monsoon or the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Monsoon SEC Documents have been so filed in a timely manner. Section 5.17(a7.9(a) of the Monsoon Clinigence Disclosure Letter sets forth Schedule provides a true and complete list, as of the date hereof, list of each of the following Contracts contracts to which Monsoon or any Monsoon Subsidiary is a party or by which Monsoon or any Monsoon Subsidiary Clinigence or any of their respective properties or assets its Subsidiaries is bound party other than this Agreement (including any amendmentscollectively, supplements and modifications theretothe “Clinigence Material Contracts”): (i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits Monsoon All leases for real property used by Clinigence or any Monsoon Subsidiary from engaging of its Subsidiaries and all leases of personal property and any Contract affecting any right, title or interest in or to real property; (ii) All Contracts with Persons who are Service Providers, and all Clinigence Plans; (iii) Any Contract involving financing or borrowing of money, or evidencing indebtedness; any liability for borrowed money; any letters of credit; any obligation for the deferred purchase price of property in excess of $25,000; or guaranteeing in any activity or conducting business way any Contract in connection with any Person or in any geographic area or from soliciting employees or personnel of any Person; (iiiv) any Contract that relates to the formationAny joint venture, creation, governance or control of any partnership, joint venture or similar arrangement, cooperative arrangement or any collaboration, cooperation or partnering Contract, in each case that is material to the Monsoon Business and for which the closing other Contract involving a sharing of the relevant transaction has not occurred; (iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred; (iv) any Contract with any Related Person of Monsoon or any Monsoon Subsidiary (other than the agreements covered by clause (i) and any Monsoon Benefit Plan)profits; (v) Any Contract with any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clauseGovernmental Authority; (vi) any Any Contract entered into other than on commercial arm’s length termswith respect to the discharge, storage or removal of effluent, waste or pollutants; (vii) any currency exchange, interest rate exchange, commodity exchange Any Contract for the purchase or similar Contract; (viii) any Contract entered into by Monsoon or any Monsoon Subsidiary in connection with the settlement or other resolution sale of any material Action imposing operational restrictions or conduct requirements on Monsoon or any Monsoon Subsidiary Assets of Clinigence or any of their respective Affiliates (including the Indigo Group Companies after the Closing Date); (ix) any Contract (its Subsidiaries other than Contracts entered into in the ordinary course of business consistent with past practice) which provides or for aggregate future sums due from Monsoon the option or preferential rights to purchase or sell any Assets of Clinigence or any Monsoon Subsidiary of its Subsidiaries; (viii) Any Contract containing covenants not to compete in any line of business or an aggregate future liability (contingent or otherwise) to with any Person (in each case other than Monsoon any geographical area or that would otherwise result in Clinigence or any Monsoon Subsidiaryof its Subsidiaries being bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses, including the Clinigence Business; (ix) in excess Any Contract related to the acquisition of $1,000,000; ora business or the equity of any other Entity or the sale of Clinigence or any of its Subsidiaries or any Asset of Clinigence or any of its Subsidiaries; (x) any Any other Contract other than as set forth above to which Monsoon (i) provides for payment or any Monsoon Subsidiary performance by either party thereto having an aggregate value of $25,000 or more; (ii) is a party not terminable without payment or by which it penalty on thirty (30) days (or less) notice; or (iii) is between, inter alia, Clinigence or any of its assets or businesses is bound or subject that is material to the Monsoon Business or the use or operation Subsidiaries and an Affiliate thereof; (xi) Any proposed arrangement of their assetsa type that, if entered into, would be a Contract described in any of Section 7.9(a)(i) through 7.9(a)(x) above. (b) True and complete copies of each written Clinigence Material Contract and true and complete written summaries of each oral Clinigence Material Contract (iincluding all amendments, supplements, modifications and waivers thereto) All Contracts set forth or required have been provided to be set forth in Section 5.17(aiGambit by Clinigence. (c) of the Monsoon Disclosure Letter or filed or required to be filed as exhibits to the Monsoon SEC Documents (the “Monsoon Each Clinigence Material Contracts”) are Contract is currently valid, binding and in full force and effect effect, and are is enforceable by Monsoon Clinigence or its applicable Subsidiary Subsidiaries, as applicable, in accordance with their terms its terms. (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability d) Neither Clinigence nor any of equitable remedies), (ii) Monsoon or its applicable Subsidiary has performed all material obligations required to be performed by it under the Monsoon Material ContractsSubsidiaries is in default, and it no party has notified Clinigence or any of its Subsidiaries in writing that Clinigence or any of its Subsidiaries is not (in default, under any Clinigence Material Contract. No event has occurred, and no circumstance or condition exists, that might, with or without notice or lapse of time, : (i) result in a violation or bothbreach of any of the provisions of any Clinigence Material Contract; (ii) in material breach give any Person the right to declare a default or material default thereunder and, to the knowledge of Monsoon, no other party to exercise any Monsoon remedy under any Clinigence Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, Contract; (iii) since January 1give any Person the right to accelerate the maturity or performance of any Clinigence Material Contract or to cancel, 2014, neither Monsoon terminate or modify any Clinigence Material Contract; or (iv) otherwise have an Clinigence Material Adverse Effect in connection with any Clinigence Material Contract. (e) Neither Clinigence nor any of its Subsidiaries has received written notice waived any of its rights under any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Monsoon Clinigence Material Contract, and . (ivf) neither Monsoon nor The performance of the Clinigence Material Contracts will not result in any violation of or failure by Clinigence or any of its Subsidiaries has received to comply in all material respects with any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Monsoon Material Contract. True and complete copies of each written Monsoon Material Contract, and a summary of each oral Monsoon Material Contract, listed in Section 5.17(a) of the Monsoon Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Indigo ParentLegal Requirement. (cg) Upon Closing, save as disclosed in Section 5.17(c) The Clinigence Material Contracts constitute all of the Monsoon Disclosure Letter, no Contract Contracts necessary to enable Clinigence and its Subsidiaries to conduct the Clinigence Business in the manner in which Monsoon or any Monsoon Subsidiary such Clinigence Business is a party will be currently being conducted. (h) The consummation of the Merger shall not result in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of Monsoon or any Monsoon Subsidiary sharing any information with Indigo Parent Clinigence or any of its Affiliates that is Subsidiaries being bound by, or subject to to, any non-compete or other restriction on the terms operation or scope of a confidentiality agreement with a third party) onits businesses, either expressly or through a reference to affiliates of Monsoon or including the Monsoon Subsidiary that is party thereto (or words of similar import), Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary)Clinigence Business.