Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Section 3.9(a) of the Company Disclosure Letter sets forth a complete and correct list as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject: (i) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contract.

Material Contracts. (ai) Section 3.9(aSet forth on Schedule 4.2(p)(i) of the Company Entegra Disclosure Letter sets forth Memorandum is a true, correct, and complete list (arranged and correct list as categorized by the appropriate subsection of this Section 4.2(p)(i)) of the date of this Agreement, excluding any Contract that (x) is or relates following Contracts to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or the Bank, or any of its Subsidiaries has their Subsidiaries, is a party, by which the Company or the Bank, or any current or future rightsof their Subsidiaries, obligations or liabilities is bound, or to which the Company or any of its Subsidiaries the Bank, or any of their respective Subsidiaries, or any of the properties or assets of the Company or the Bank, or any of their Subsidiaries, are subject (whether or not actually set forth on such schedule, collectively, the “Entegra Material Contracts”): (A) any Contract that is subject: a “material contract” as such term is defined in Item 601(b)(10) of the SEC’s Regulation S-K; (iB) any Contract that prohibits or restricts the Company or the Bank or any of their Subsidiaries, or any personnel of the Company or the Bank or any of their Subsidiaries, from conducting any certain type of business or conducting business in any certain geographic area or from competing with any Person or in any line of business; (C) any Contract (1) with any current director, officer, employee, or independent contractor of the Company or the Bank or any of their Subsidiaries or (2) with any former director, officer, employee, or independent contractor of the Company or the Bank or any of their Subsidiaries under or pursuant to which the Company or the Bank or any of their Subsidiaries is making or is or could be obligated to make payments in excess of $100,000 per year, in each case including without limitation any employment, severance, change of control, consulting, salary continuation, split dollar life insurance, survivor income, deferred compensation, or retirement agreement; (D) any Contract with any record or beneficial owner of five percent or more of the Company Common Stock; (E) any Contract that would be terminable other than by the Company or the Bank or their Subsidiaries, or under which a payment obligation (whether in the nature of a change of control or severance payment or otherwise) in excess of $100,000 would arise or be accelerated, in each case as a result of or upon the execution or delivery of this Agreement or the consummation of any of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events), including without limitation the Mergers or the Bank Merger; (F) any Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing Contracts for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment Bank Loans made in the ordinary course of business consistent and other than Contracts described in clause (L) below) that involves, or would reasonably be expected to involve, annual receipts or disbursements of $100,000 or more or aggregate receipts or disbursements of $250,000 or more over the life of the Contract; (G) any Contract that involves Intellectual Property (other than Contracts entered into in the ordinary course with past practice); customers and “shrink-wrap” or “click-through” software licenses) that provides for, or would reasonably be expected to involve, annual receipts or disbursements of $50,000 or more or aggregate receipts or disbursements of $100,000 or more over the life of the Contract; (ivH) settlement agreement or similar any Contract with a Governmental Entity (A) involving future performance by that requires the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its SubsidiariesBank, or any of their respective Affiliates Subsidiaries, to purchase all of its requirements for a given product, good, or service from a given Person; (including Parent and its Affiliates after I) any partnership, joint venture, limited liability company, or similar Contract; (J) any Contract for the Effective Timelease or occupancy of real property; (K) any Contract that materially restricts the ability grants to any Person any right of first refusal, right of first offer, or similar right with respect to any assets, rights, properties, or securities of the Company or the Bank or any of its Subsidiaries or such Affiliate to compete in their Subsidiaries; (L) any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty relates to indebtedness of or borrowings of money (or guarantees of the same) by the Company or the Bank, or any of its Subsidiaries upon notice their Subsidiaries, in excess of 60 days or less; $100,000 (vi) any Contract other than Contracts relating to customer deposit liabilities, Federal Home Loan Bank borrowings, and repurchase agreements with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement customers, in any material respect; (viii) any Contracteach case created, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreementincurred, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers business); (M) any Contract between or among the Company or the Bank, on one hand, and any Subsidiaries or Affiliates of the Company or its Subsidiariesthe Bank, on the other hand; and and (xiiiN) other Contracts any Contract that is material to the financial condition, results of operations, or business of the Company or the Bank or any of their Subsidiaries and which is not otherwise described in clauses (other than A) through (M). A true, correct, and complete copy (or, in the case of any oral Contract, a complete and accurate written description) of each Entegra Material Contract, as amended through the date of this Agreement, purchase orders has been previously provided or made available to SmartFinancial. (ii) In each case except as, individually or in the ordinary course of business consistent with past practiceaggregate, agreements between the Company has not had and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would not reasonably be expected to result have a Material Adverse Effect on the Company, (A) each of the Entegra Material Contracts is in the receipt or making by full force and effect and is a valid and binding obligation of the Company or the Bank or their Subsidiaries, as applicable, and, to the Knowledge of the Company, each of the other parties thereto, enforceable against the Company or the Bank or their Subsidiaries, as applicable, and each of the other parties thereto in accordance with its terms, (B) the Company and the Bank and their Subsidiaries have performed all duties and obligations required to be performed by them under each Entegra Material Contract, (C) neither the Company nor the Bank nor any of its Subsidiaries of payments in their Subsidiaries, nor to the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) Knowledge of the Company Disclosure Letterany other party thereto, is referred in breach or violation of or default under any Entegra Material Contact, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a breach, violation, or default, and (D) no event has occurred and no circumstance or condition exists that, with or without notice or lapse of time or both, gives any Person, or will or could give any Person, (1) the right to herein as declare a “Company breach or default or exercise any remedy under any Entegra Material Contract, (2) the right to accelerate the maturity of or performance under any Entegra Material Contract, or (3) the right to cancel, terminate, or modify any Entegra Material Contract.” (biii) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company or a material and adverse effect on the business, properties, assets, liabilities, financial condition, operations, or results of operations of the Surviving Corporation and its Subsidiaries taken as a whole, (iA) no consents, approvals, waivers, or notices are required to be obtained, given, or delivered pursuant to the terms of any Entegra Material Contract as a result of the Entegra Parties’ execution, delivery, or performance of this Agreement or the Bank Merger Agreement or the consummation of the transactions contemplated hereby or thereby and (B) neither the Company Entegra Parties’ execution, delivery, or performance of this Agreement or the Bank Merger Agreement nor any of its Subsidiaries is (and, to the Knowledge consummation of the Company, no other party is) transactions contemplated hereby or thereby will result in any Person having the right to declare a breach or default or exercise any remedy under any Company Entegra Material Contract; accelerate the maturity of or performance under any Entegra Material Contract; or cancel, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of noticeterminate, or both) in breach thereunder and (iv) neither the Company nor modify any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Entegra Material Contract.

Material Contracts. (a) Section 3.9(a4.15(a) of the Company Sellers Disclosure Letter (which is arranged in subsections to correspond to the subsections of this Section 4.15(a)) sets forth a complete and correct list the following Contracts as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject: (i) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales any such Contract solely by or among the Trayport Companies) to which any Trayport Company is a party or by which it is bound or to which its assets or properties is subject (collectively, the “Material Contracts”): (i) any Contract for Indebtedness; (ii) any Contracts under which any Trayport Company has advanced or loaned any Person any amounts in excess of inventory$500,000; (iii) any joint venture, product partnership, limited liability company, shareholder, or obsolete equipment in other similar Contract or arrangements relating to the ordinary course formation, creation, operation, management or control of business consistent any partnership, strategic alliance or joint venture with past practice)a third party; (iv) settlement agreement any Contract or similar Contract with a Governmental Entity (A) involving future performance by the Company or series of related Contracts, including any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time)option agreement, in any such case, which is material relating to the Company and its Subsidiariesacquisition or disposition of any business or real property (whether by merger, taken as a wholesale of stock, sale of assets or otherwise) for aggregate consideration in excess of $2,000,000; (v) any Contract containing covenants binding upon for the voting of Securities of any Trayport Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with (including any exclusivity agreement) that purports to limit or restrict in any material respect to a joint venture either the type of business in which any Trayport Company may engage or partnership formed under the laws manner or locations in which any of them may so engage in any business or would require the disposition of any applicable jurisdictionmaterial assets or any line of business of any Trayport Company; (vii) any Contract with a non-solicitation or non-compete provision that would prevent purports to limit or materially delay the Company from performing its obligations under this Agreement restrict in any material respectrespect any Trayport Company; (viii) any Contract, excluding Contract with a “most-favored-nations” pricing provision or that purports to limit or restrict in any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreementrespect any Trayport Company; (ix) any Contract that contains Contract, other than such Contracts entered into in the Ordinary Course, under which (A) any exclusivity rights Person (other than any Trayport Company) has directly or “most favored nations” provisions indirectly guaranteed or minimum use provided an indemnity in respect of any liabilities, obligations or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the commitments of any Trayport Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent B) any Trayport Company has directly or its Affiliates after indirectly guaranteed or provided an indemnity in respect of liabilities, obligations or commitments of any other Person (other than any Trayport Company) (in each case other than endorsements for the Effective Timepurpose of collection in a commercially reasonable manner consistent with industry practice), unless such guarantor or indemnity obligation is less than $1,000,000; (x) any Government ContractContract under which any Trayport Company has granted any Person registration rights (including demand and piggy-back registration rights); (xi) any Related Party Contractmaterial Contract under which (A) any Trayport Company has granted any license, sublicense or other permission to any Person to use any Acquired Intellectual Property, except that non-exclusive licenses to customers of the Trayport Companies in the Ordinary Course are not required to be scheduled in subsection (xi) of Section 4.15(a) of the Sellers Disclosure Letter but are nevertheless included in the definition of Material Contracts herein; or (B) any Person has granted any license, sublicense or other permission to any Trayport Company to use any Intellectual Property other than Owned Intellectual Property; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses Contract that involves or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt involve expenditures of, or making by the receipts by, any Trayport Company or any of its Subsidiaries of payments in the future in excess of $100,000 3,000,000 in the aggregate per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – any calendar year; (xiii) any material Contract with any Governmental Authority; (xiv) any material Contract between or among a Trayport Company, on the one hand, and any Seller (or Affiliate thereof), on the other hand; (xv) any Lease for a Trayport Leased Real Property, and any other Contract that is not excluded pursuant relates in any way to clause (x) the occupancy or (y) use of any of the lead-Trayport Leased Real Property; (xvi) any employment agreement or outstanding offer letter that provides for annual compensation in language excess of $200,000; (xvii) any Contract under which a Trayport Company has permitted any material asset to become subject to a Lien (other than a Permitted Lien); (xviii) any outstanding general or special powers of attorney executed by or on behalf of a Trayport Company; and (xix) any Contract the termination or breach of which or the failure to obtain consent in Section 3.9(a)), whether or not set forth on Section 3.9(a) respect of the Company Disclosure Letter, is referred to herein as which would have a “Company Business Material ContractAdverse Effect.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected material to have, individually or in the aggregate, a Company Material Adverse EffectBusiness, (i) neither the no Trayport Company nor any of its Subsidiaries is (and, to the Knowledge of the CompanySellers, no other party is) , in breach or violation of, or in default under under, any Company Material Contract, (ii) each Material Contract is a valid and binding agreement of the Company Material Contracts is Trayport Companies, as the case may be, enforceable in full force and effectaccordance with its terms, and is except for the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) to the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Knowledge of Sellers, no event has occurred which would result in a breach or violation of, or a default under, any Material Contracts and are not Contract (in each case, with or without the notice or lapse of time or the giving of noticeboth), or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination each Material Contract (including all modifications and amendments thereto and waivers thereunder) is in full force and effect with respect toto the Trayport Companies, as applicable, and, to the Knowledge of Sellers, with respect to the Companyother parties thereto, no party and an accurate and complete copy of which has threatened been delivered or made available to terminate, any Company Material ContractPurchaser.

Material Contracts. (a) Section 3.9(aExcept for the contracts disclosed in ------------------ Schedule 3.12 (collectively, the "Contracts") of the Company Disclosure Letter sets forth a complete and correct list as of the date of or any other Schedule to this ------------- --------- Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively with respect to the BBGS Business Business, Seller is not a party to or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subjectsubject to: (i) any Customer Contract (or service, sales, distribution or other than this Agreement) that is required to be filed similar agreement providing for the sale by the Company as a material contract pursuant to Item 601(b)(10) Seller of Regulation S-K of the SEC but is not so filedmaterials, supplies, goods, services, equipment or other assets; (ii) indentureany partnership, credit agreement, loan agreement, security agreement, guarantee, note, mortgage joint venture or other evidence of Indebtedness similar contract, arrangement or agreement providing for Indebtedness in excess of $100,000agreement; (iii) Contract any contract relating to indebtedness for borrowed money or the deferred purchase price of property (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventorywhether incurred, product assumed, guaranteed or obsolete equipment in the ordinary course of business consistent with past practicesecured by an asset); (iv) settlement any license agreement, franchise agreement or agreement in respect of similar Contract with a Governmental Entity (A) involving future performance rights granted to or held by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a wholeSeller; (v) any Contract containing covenants binding upon agreement, contract or commitment that substantially limits the Company, any freedom of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate Seller to compete in any business, line of business or with any Person or in any geographic areaarea or to own, except for operate, sell, transfer, pledge or otherwise dispose of or encumber any such Contract Purchased Asset or that may be canceled without penalty by would so limit the Company or any freedom of its Subsidiaries upon notice of 60 days or lessthe Buyer after the Closing Date; (vi) any Contract agreement, contract or commitment which is or relates to an agreement with respect to a joint venture or partnership formed under for the laws benefit of any applicable jurisdiction;Affiliate of Seller; or (vii) any Contract that would prevent other agreement, contract or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does commitment not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into made in the ordinary course of business consistent with past practice with customers of which is material to the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein Business taken as a “Company Material Contractwhole.” (b) True Each Contract disclosed in any Schedule to this Agreement or required to be disclosed pursuant to Section 3.12(a) is valid and correct in all material respects copies binding agreement of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts Seller and is in full force and effect, and is the validneither Seller nor, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge knowledge of Seller and the CompanyMembers, any other party thereto is in default in any material respect under the terms of the other parties theretoany such Contract, subject nor, to the General Enforceability Exceptionsknowledge of Seller and the Members, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (has any event or circumstance occurred that, with notice or without the lapse of time or the giving both, would constitute any event of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contractdefault thereunder.

Material Contracts. (a) Except for Contracts that are filed as an exhibit to a Company SEC Report, Section 3.9(a5.18(a) of the Company Disclosure Letter sets forth contains an accurate and complete list of the following Contracts to which the Company or the Company Subsidiary is a complete and correct list party or by which it is bound as of the date hereof (each such Contract, whether or not set forth in such section of this Agreementthe Company Disclosure Letter, excluding a “Material Contract”): (i) each Contract (A) relating to the employment of, or the performance of services by, any director, officer, employee or individual Contractor, requiring or otherwise involving the payment by the Company or the Company Subsidiary in excess of $250,000 in the fiscal year ended December 31, 2012, (B) the terms of which obligate or may in the future obligate the Company or the Company Subsidiary to make any severance, termination or similar payment to any current or former employee in excess of $250,000, or (C) pursuant to which the Company or the Company Subsidiary may be obligated to make any bonus or similar payment to any current or former employee or director in excess of $250,000; (ii) each Contract (A) materially limiting the freedom or right of the Company or the Company Subsidiary (or, after the Acceptance Time, Parent or any of its Affiliates) to engage in any line of business, including the research, development and commercialization of the Company Products, to make use of any material Company Intellectual Property or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) or exclusivity obligations, (C) granting any right of first refusal, right of first offer or similar right or (D) containing any other term, condition or clause that, individually or in the aggregate, limits or purports to limit in any material respect the ability of the Company or the Company Subsidiary to own, operate, manufacture, sell, distribute, transfer, pledge or otherwise dispose of any material assets or business of the Company or the Company Subsidiary (or, after the Acceptance Time, Parent or its Affiliates); (iii) each Related Party Transaction; (iv) each Contract that provides for indemnification (xor reimbursement or advancement of legal fees or expenses) is of any current or relates to a former officer, director or employee of the Company Plan, or the Company Subsidiary; (yv) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) Lease under which the Company or the Company Subsidiary leases, subleases or licenses any real property; (vi) each Contract requiring or otherwise involving the potential payment by or to the Company or the Company Subsidiary of its Subsidiaries has more than (A) $500,000 in any current fiscal year or future rights(B) $1,000,000 in the aggregate, obligations in each case, except for those that are terminable by the Company or liabilities the Company Subsidiary, without cost or penalty, on 90 days’ or less notice; (vii) each Contract (A) in which the Company or the Company Subsidiary have agreed to purchase a minimum quantity of goods relating to any product or product candidate or (B) pursuant to which the Company or the Company Subsidiary has continuing obligations or interests involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or the Company Subsidiary, in each case, except for those that are terminable by the Company or the Company Subsidiary, without cost or penalty, on 90 days’ or less notice; (viii) each Contract for the disposition of any significant portion of the assets or business of the Company or the Company Subsidiary or any agreement for the acquisition, directly or indirectly, of a material portion of the assets or business of any other Person (whether by merger, sale of stock or assets or otherwise); (ix) each Contract creating or governing any joint venture, partnership, strategic alliance, collaboration or similar arrangement; (x) each Contract pursuant to which the Company or the Company Subsidiary has been granted by any Person any license to any Intellectual Property, or any other option, covenant not to ▇▇▇, non-assertion protection, freedom from suit, release, or settlement in respect of Intellectual Property, in each case if material with respect to any of its Subsidiaries or the Company Products (provided that the foregoing does not include any of their respective properties or assets is subject:licenses for off-the-shelf personal computer software that are commercially available under non-discriminatory pricing terms on a retail basis); (ixi) each Contract that relates to the supply or manufacturing of any Company Product requiring or otherwise involving the potential payment by or to the Company or the Company Subsidiary of more than (A) $100,000 in any fiscal year or (B) $500,000 in the aggregate, except for those relating exclusively to routine office and scientific supplies; (xii) each Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment trade debt incurred in the ordinary course of business consistent with past practice)) related to (A) borrowed money and any guarantees thereof or (B) the granting of material Liens over the property or assets of the Company or the Company Subsidiary; (ivxiii) settlement agreement each Contract under which the Company or the Company Subsidiary have, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person other than the Company Subsidiary, in each case in an amount in excess of $500,000; (xiv) each Contract containing a standstill or similar Contract with a Governmental Entity obligation (Awhich remains in effect) involving future performance by pursuant to which any Affiliate of the Company may be prohibited or otherwise restricted from acquiring assets or securities of another party or any of its Subsidiaries or any of their respective Affiliates Affiliates; (including Parent and its Affiliates after the Effective Timexv) or (B) that restricts in any respect the operations or conduct of each Contract under which the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its SubsidiariesSubsidiary has expressly agreed to indemnify any Person against any claim of infringement, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiariesmisappropriation, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability violation of the Intellectual Property rights of a third person arising from the practice of Company or any of its Subsidiaries or such Affiliate to compete in any businessIntellectual Property, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers practice; (xvi) each Contract that would prohibit or materially delay the consummation of the Transactions or otherwise materially impair the ability of the Company or to perform its Subsidiariesobligations hereunder; and (xiiixvii) other Contracts any “material contract” (other than this Agreement, purchase orders as such term is defined in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (yItem 601(b)(10) of Regulation S-K under the lead-in language in Section 3.9(aSecurities Act)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True Each of the Material Contracts is valid, binding and correct in all full force and effect and is enforceable in accordance with its terms by the Company and the Company Subsidiary party thereto, subject to the Bankruptcy and Equity Exception. Neither the Company nor the Company Subsidiary is in material respects copies default under any Material Contract, nor, to the knowledge of each the Company, does any condition exist that, with notice or lapse of time or both, would constitute a material default thereunder by the Company and the Company Subsidiary party thereto. To the knowledge of the Company, no other party to any Material Contract have is in material default thereunder, nor does any condition exist that, with notice or lapse of time or both, would constitute a material default thereunder of such other party. Neither the Company nor the Company Subsidiary has received any written notice of termination or cancellation under any Material Contract or received any written notice of breach or default under any Material Contract, which breach or default has not been made available to Parent cured, except for such terminations, cancellations, breaches or publicly filed with the SEC prior to the date hereof. Except as defaults that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the . The Company nor any has made available to Parent or its Representatives accurate and complete copies of its Subsidiaries is (and, to the Knowledge all of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material ContractContracts.

Material Contracts. (a) Section 3.9(a) 4.16 of the Company Seller Disclosure Letter sets forth a true, correct and complete list of each of the following contracts and correct list other agreements (including any amendments thereto), other than any Affiliate Contract, in effect on the date of this Agreement to which any Subject Company is a party or which is primarily associated with the Retail Business and to which the Seller or any of its Affiliates (other than any Subject Company) is a party: (i) any Contracts and other agreements that contain covenants prohibiting or limiting the right to compete of any Subject Company or prohibiting or restricting the ability of any Subject Company to deal with any Person or in any geographical area and that will be binding on the Subject Companies following the Closing; (ii) any Contracts and other agreements relating to partnerships, limited liability company agreements, joint ventures or other similar arrangements; (iii) any Contracts and other agreements that include any obligation to make payments, contingent or otherwise, arising out of the prior acquisition or disposition of a business; (iv) any Contracts and other agreements for the acquisition, sale, lease or disposition of any site leases or equipment capital assets that require payment of or delivery of assets valued at $1,000,000 individually (or in the aggregate, in the case of any related series of contracts and other agreements); (v) any Contracts that are collective bargaining agreements; (vi) any Contracts that are settlement, conciliation or similar agreements with any Governmental Authority and pursuant to which outstanding obligations must be satisfied by any of the Subject Companies after the execution date of this Agreement, or any such agreements with one or more private parties pursuant to which the Subject Companies will be required after the execution date of this Agreement to pay consideration in excess of $175,000; (vii) any (x) Contract with the Texas General Land Office (the “GLO”) for the sale of electric power, (y) any Contract for the sale of electric power to any commercial and industrial customer (other than any Contract with the GLO) which is within the top 75% (by forecasted volume March 1, 2009 forward) of Contracts with commercial and industrial customers (other than the GLO) as of three days prior to the date of this Agreement or (z) any master agreement for ERCOT supply (including natural gas, renewable energy credits and other commodity hedging); provided, however that identifying information with respect to certain commercial and industrial customers and certain counterparties subject to confidentiality restrictions has been redacted and is not provided in Section 4.16 of the Seller Disclosure Letter; (viii) any Contracts under which a Subject Company has created, incurred, assumed or guaranteed any outstanding indebtedness for borrowed money, any capitalized lease obligation or any other indebtedness, or under which such Subject Company has imposed a security interest or Encumbrance (other than a Permitted Encumbrance) on any of its assets, tangible or intangible; (ix) any outstanding agreements of guaranty or surety by a Subject Company, or by the Seller or any of the Seller’s Affiliates (other than a Subject Company) for the benefit of a Subject Company; (x) any Contract with the Seller or any of the Seller’s Affiliates relating to the future provisions of goods or services related to the Retail Business and which requires any future payment in excess of $1,000,000 in the aggregate during any twelve (12) month period; (xi) any employment Contract providing annual compensation in excess of $150,000; (xii) any consulting Contract providing annual compensation in excess of $250,000; (xiii) any Contract under which a Subject Company has advanced or loaned any amount to any of its directors, officers and employees outside the ordinary course of business; and (xiv) any Contracts with any employee that require payment or increased obligations to such employee by or on behalf of the Subject Companies to any employees of the Subject Companies as a result of the transactions contemplated by this Agreement or which impose severance or termination payment obligations on any Subject Company, or, with respect to any Continuing Employee or, to the Knowledge of the Seller, any former employee of the Subject Companies whose employment was primarily sales related, which contain non-competition restrictions in favor of any Subject Company. (b) Neither the Seller nor any Subject Company has received written notice of any material default on the part of any Subject Company under any contract or other agreement referred to in Section 4.16(a). No Subject Company is in breach or default under any such contract or other agreement, except for any such breach or default which would not reasonably be expected to result in a Subject Company liability that is material to the Subject Companies, taken as a whole. To the Knowledge of the Seller, as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit no other party to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject: (i) Contract (other than this Agreement) that is required to be filed by the Company as a material such contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness agreement is in breach or agreement providing for Indebtedness default, in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time)either case, in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contractthereunder.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contract.

Material Contracts. (a) Section 3.9(a) 4.16 of the Company Disclosure Letter Schedules sets forth a true, correct and complete and correct list list, as of the date of this Agreement, excluding of the following Contracts (but not including any Contract that (xLease Agreements) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its the Company Subsidiaries is party or by which any of the Company or any of their respective the Company Subsidiaries’ assets or properties are bound and under which the Company or assets is subject: any Company Subsidiary has ongoing obligations or the ability to enforce rights thereunder (i) collectively, and together with any Contract (other than this Agreement) that is required to be filed by the Company a “material contract” (as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of the SEC Exchange Act, but excluding those material contracts described in clause (iii) thereof) and is not so filed;otherwise set forth on Section 4.16 of the Company Disclosure Schedules, the “Material Contracts”): (iii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness any Contract in excess of $100,000; (iii) Contract (other than this Agreement) for the sale 50,000 per annum that requires any Person to purchase its total requirements of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment service from any other Person or contains “take or pay” or similar provisions but excluding subscription arrangements with suppliers that are entered into in the ordinary course of business consistent with past practice); (ii) any Contract that contains a “most-favored-nation” clause; (iii) any Contract that limits or purports to limit (or that following the consummation of the Offer or Merger, could materially limit) the ability of any the Company or any of the Company Subsidiaries or Parent or any of its Affiliates to (A) compete in any line of business, with any Person, in any geographic area or during any period of time, including by limiting the ability to sell any particular services or products to any Persons, or (B) solicit any customers or individuals for employment; (iv) settlement agreement any Contract requiring or similar Contract with a Governmental Entity (A) involving otherwise relating to any future performance capital expenditures by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company Subsidiaries in excess of $50,000 individually or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after $250,000 in the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a wholeaggregate; (v) any Contract containing covenants binding upon relating to the Companycreation, incurrence, assumption or guarantee of any Indebtedness in excess of its Subsidiaries$100,000 individually, other than any Contract for intercompany indebtedness for borrowed money owing by the Company to any wholly-owned Company Subsidiary or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of wholly-owned Subsidiary to the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the another wholly-owned Company or any of its Subsidiaries upon notice of 60 days or lessSubsidiary; (vi) any Contract that provides for indemnification or assumption of Liability without limit as to aggregate amount but excluding any Contract with respect indemnification provisions for the indemnification of customers or suppliers that are consistent in all material respects with any Top Contract that was Made Available to a joint venture or partnership formed under the laws of any applicable jurisdictionParent; (vii) any Contract that would prevent relates to the acquisition or materially delay disposition of any business, a material amount of stock or assets of any Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) but excluding any non-exclusive software licenses granted to customers, resellers and original equipment manufacturers in the Company from performing its obligations under this Agreement in any material respectordinary course of business; (viii) any ContractContract that provides for the establishment or operation of any joint venture, excluding any purchase order partnership, joint development, strategic alliance or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreementarrangement; (ix) any Contract that contains any exclusivity rights to which a (A) Governmental Authority is a party, (B) Major Supplier is a party where the aggregate expenditures under all Contracts with such Major Supplier are in excess of $1,000,000 over the period between January 1, 2013 and October 31, 2014, (C) Major Customer is a party where the aggregate revenues under all Contracts with such Major Customer are in excess of $2,000,000 over the combined two-year period ended December 31, 2013, (D) Major Reseller is a party or (E) Major OEM is a party (each such Contract, a “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective TimeTop Contract”); (x) any Government ContractContract involving any resolution or settlement of any actual or threatened Proceeding with a value in excess of $25,000 individually or that provides for any injunctive or other non-monetary relief; (xi) any Related Party hedging, swap, derivative or similar Contract; (xii) excluding Contracts set forth in Section 4.16(a)(x) of the Company Disclosure Schedules, any Company IP Agreements other than Contract under which (A) Shrinkthe Company or any of the Company Subsidiaries has licensed or provided any Company Owned IP to a third party, including agreements containing releases, immunities from suit, covenants not to ▇▇▇ or non-Wrap Licenses or assertion provisions (B) Contracts including except for non-exclusive licenses granted to Company’s customers in the ordinary course of business that are limited in all material respects to the respective customer’s use or other receipt of Company products or services and non-exclusive grants by licenses to contractors and consultants providing services to the Company of rights in, where the license grant is limited to enabling the respective contractor or under consultant to provide services to the Company) (“Company IP Licenses”) and/or (B) pursuant to which Intellectual Property are licensed or otherwise made available (including through agreements containing releases, immunities from suit, covenants not to ▇▇▇ or non-assertion provisions) to the Company or any of the Company Subsidiaries by any Person (except for Shrink Wrap Licenses); (xiii) any labor, collective bargaining agreement or similar agreements; (xiv) any insurance policies required to be set forth in Section 4.21 of the Company Disclosure Schedules; (xv) any Contract with any director, officer or affiliate of the Company or any of the Company Subsidiaries; and (xvi) any Contract (not listed in clauses (i) through (xv) above or in Section 4.24(b) of the Company Disclosure Schedules) pursuant to which the Company and/or any of the Company Subsidiaries may be entitled to receive or obligated to pay more than $200,000 in any calendar year but excluding (A) any customers, resellers, original equipment manufacturers, distributors or suppliers agreement entered into in the ordinary course of business consistent with past practice with customers of the Company and (B) any offer letter or its Subsidiaries; andemployment, severance or retention agreement. (xiiib) other Contracts (other than this AgreementThe Company has Made Available to Parent true, purchase orders in the ordinary course correct and complete copies of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations each Material Contract (including “earnout” or other contingent payment obligations) that would reasonably be expected to result all modifications, amendments, supplements, annexes and schedules thereto and written waivers thereunder). Each Material Contract is in the receipt or making by full force and effect and is a valid and binding agreement enforceable against the Company or any of the Company Subsidiaries party thereto and, to the Company’s Knowledge, any other party thereto in accordance with its Subsidiaries terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of payments in the future in excess of $100,000 per annum or $500,000 during the life equity. As of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) date of the lead-in language in Section 3.9(a))this Agreement, whether or not set forth on Section 3.9(a) none of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its the Company Subsidiaries is (andparty to, nor, to the Knowledge Company’s Knowledge, any other party to any Material Contract is in material breach of or material default under, or has provided or received any written notice of any intention to terminate or seek renegotiation of, any Material Contract. To the Company’s Knowledge, no event or circumstance has occurred that, with or without notice or lapse of time or both, would (i) constitute a material breach of or material event of default by the Company, (ii) result in a right of termination for the counterparty, (iii) cause or permit the acceleration of, or other material changes to, any material right of the counterparty or obligation of the Company or (iv) result in the loss of any material benefit of the Company, no other party is) in default each case, under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contract.

Material Contracts. (a) Section 3.9(a) of the Company Disclosure Letter Schedule 4.9 sets forth a complete and correct list as of the date following types of this AgreementContracts (collectively, excluding any Contract that (xthe “Material Contracts”) to which either of the Companies is a party or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under by which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subjectare bound: (i) Contract (all Contracts that relate to the sale of any of such Company’s assets, other than this Agreement) that is required in the Ordinary Course of Business, or to be filed the acquisition by the such Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filedcapital equipment or fixed assets; (ii) indentureall Contracts that relate to such Company’s acquisition of any Person, credit agreementa material amount of stock or fifty percent (50%) or more of the assets of any other Person or any real property (whether by merger, loan agreementsale of stock, security agreement, guarantee, note, mortgage sale of assets or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000otherwise); (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product all Contracts that limit or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material purport to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts limit the ability of the such Company or any of its Subsidiaries or such Affiliate to compete in any business, line of business or with any Person or in any geographic areaarea or during any period of time; (iv) all Contracts providing for indemnification by such Company, except for any such Contract that may be canceled without penalty by is (A) entered into in the Company Ordinary Course of Business or (B) entered into in connection with the purchase or sale of any of its Subsidiaries upon notice of 60 days entity or lessbusiness; (v) all Contracts relating to any Indebtedness; (vi) any Contract with respect all Contracts relating to a joint venture or partnership formed under the laws employment of any applicable jurisdictionCompany Employee or any other consulting, sales agency, sales representative or independent contractor agreement; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respectReal Property Leases; (viii) any Contractall broker, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the partiesdistributor, that is (A) a Material Customer Agreementdealer, or (B) a Material Supplier Agreementmanufacturer’s representative, franchise, agency, marketing and advertising Contracts; (ix) other than and excluding licenses for generally available commercial Software products supplied under end user licenses, any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are licenses, sublicenses and other material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates Contracts (including Parent any right to receive or its Affiliates after the Effective Time)obligation to pay royalties or any other consideration) relating to Intellectual Property; (x) any Government Contractall collective bargaining Contracts; (xi) any Related Party Contractall Contracts with a Top Customer or Top Supplier; (xii) all customer or vendor purchase orders the performance of which are reasonably expected to involve consideration in excess of $50,000 after the Closing; (xiii) all outstanding powers-of-attorney or similar powers granted by such Company for any Company IP Agreements other than purpose whatsoever; (Axiv) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiariesall Affiliate Arrangements; and (xiiixv) any other Contracts (other than this Agreement, purchase orders in the ordinary course performance of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would which is reasonably be expected to result in the receipt future payments to or making by the such Company or any of its Subsidiaries of payments in the future in excess of $100,000 50,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contractannum.” (b) True and correct in all material respects copies Except as set forth on Schedule 4.9(b), neither of each Company the Companies nor, to such Seller Party’s Knowledge, any other party, is in, or has received written notice of, any violation or breach of or default under (including any condition that with the passage of time or the giving of notice would cause such a violation or default under) any Material Contract. Each Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, is a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge valid and binding agreement of the applicable Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts and is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the against such Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to such Seller Party’s Knowledge, each other party thereto, in accordance with its terms, except as limited by the Knowledge of the CompanyEnforceability Exceptions. Neither Company nor, no to such Seller Party’s Knowledge, any other party has threatened repudiated any provision of any Material Contract to terminate, any which such Company is a party. A copy of each Material ContractContract has been made available to Buyer.

Material Contracts. (a) Section 3.9(aSet forth on Schedule 4.12(a) is a list of the Company Disclosure Letter sets forth a complete and correct list as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or following Contracts to which each Acquired Company is a party (the Company or any of its Subsidiaries or any of their respective properties or assets is subject:“Material Contracts”): (i) each Contract (other than this Agreement) that is required relating to be filed by the Company as a material contract pursuant to Item 601(b)(10) any partnership, joint venture, strategic alliance or sharing of Regulation S-K of the SEC but is not so filedprofits; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage each Contract limiting the right of the Acquired Company to (x) engage in or compete with any Person in any business or in any geographical area or (y) solicit or hire any Person or customers with respect to the business of the Acquired Company; (iii) each collective bargaining Contract or other evidence Contract with any labor union; (iv) each material license of Indebtedness Intellectual Property except for licenses implied by the sale of goods and licenses to software generally commercially available; (v) each Contract relating to the incurrence, assumption or agreement guarantee of any material indebtedness or imposing a material Lien on any of the assets of any Acquired Company, other than TAT’s senior credit facility that imposes Liens on assets of the Acquired Companies that will be released at Closing; (vi) each Contract providing for Indebtedness severance, retention, change in control or other similar payments or benefits to employees; (vii) each Contract pertaining to employment arrangements with any officer, director, or key employee of any Acquired Company that provides for annual compensation in excess of $100,000; (iiiviii) each material Contract (other than this Agreement) for the sale of between any of its assets after the date hereof (other than sales of inventoryAcquired Company and TAT, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries Seller, or any of their respective Affiliates Subsidiaries other than another Acquired Company; (including Parent and its Affiliates after ix) each Contract relating to the Effective Time) acquisition (by merger, purchase of equity or (B) that restricts in any respect the operations assets or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Timeotherwise), in since January 1, 2011, by any such case, which Acquired Company of any operating business or assets or the capital stock of any other Person to the extent that the acquisition is material to the Company and its Subsidiaries, Acquired Companies taken as a whole; (vx) any each Contract containing covenants binding upon relating to the Company, sale of any of its Subsidiariesthe assets, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any businesssince January 1, or with any Person or in any geographic area2009, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Acquired Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers or for the grant to any Person of any preferential rights to purchase or otherwise acquire any of the capital stock or assets of such Acquired Company; (xi) each loan agreement, note, mortgage, indenture and security agreement relating to Acquired Company Debt and all guarantees of the debt obligations of any third party; (xii) each Contract pursuant to which any Acquired Company leases or subleases any Real Property or material personal property; (xiii) each Contract that is a material master services agreement or similar agreement entered into with any third party, other than Dalea Partners, LP and its SubsidiariesAffiliates; (xiv) each letter of credit and each material performance bond or surety agreement; (xv) each Contract involving a remaining commitment by any Acquired Company in excess of $100,000; (xvi) any contracts or agreements to sell or otherwise dispose of any capital assets having a fair market value in excess of $100,000; and (xiiixvii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent each material Contract with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material ContractGovernmental Authority.” (b) True and correct in all material respects copies of each Each Acquired Company Material Contract have been has heretofore made available to Parent or publicly filed with the SEC prior to the date hereofBuyer copies of all Material Contracts. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Each Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts Contract is in full force and effecteffect in all material respects and constitutes a legal, valid and is the valid, binding and enforceable obligation of the Company and its Subsidiariesapplicable Acquired Company, and and, to the Knowledge of the Companysuch Sellers’ Knowledge, of the other parties thereto, subject only to the General Enforceability Exceptions. There is (i) no material breach or default by an Acquired Company or, to such Sellers’ Knowledge, by any third party under any Material Contract, and (iiiii) no event on the Company and its Subsidiaries have performed all obligations required part of the Acquired Company, or, to be performed by them to date Sellers’ Knowledge, on the part of any other third party under the Company any Material Contracts and are not (Contract, has occurred which, with notice or without the lapse of time or both, would constitute a material breach or default by the giving of notice, or both) in breach thereunder and (iv) neither the Acquired Company nor any of its Subsidiaries has received any notice of termination with respect to, andor, to the Knowledge of the CompanySellers’ Knowledge, no by any third party, would permit termination, modification or acceleration thereof by any party has threatened to terminate, any Company such Material Contract.

Material Contracts. (a) Section 3.9(a3.7(a) of the Company Disclosure Letter Schedules sets forth a complete and correct list of the following Contracts to which a Group Company is, as of the date of this Agreement, excluding any a party (each Contract required to be set forth on Section 3.7(a) of the Company Disclosure Schedules, together with each of the Contracts entered into after the date of this Agreement that (xwould be required to be set forth on Section 3.7(a) is or relates to a of the Company Plan, (y) relates exclusively Disclosure Schedules if entered into prior to the BBGS Business or (z) is filed as an exhibit to any Company SEC Documentexecution and delivery of this Agreement, of each Contract described in this Section 3.9(a) under which collectively, the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:“Material Contracts”): (i) any Contract relating to Indebtedness of any Group Company or to the placing of a Lien (other than this Agreementany Permitted Lien) that is required to be filed by the Company as a on any material contract pursuant to Item 601(b)(10) assets or properties of Regulation S-K of the SEC but is not so filedany Group Company; (ii) indentureany Contract under which any Group Company is lessee of or holds or operates, credit agreementin each case, loan agreementany tangible property (other than real property), security agreementowned by any other Person, guarantee, note, mortgage or other evidence of Indebtedness except for any lease or agreement providing for Indebtedness in excess of under which the aggregate annual rental payments do not exceed $100,0001,000,000; (iii) any Contract under which any Group Company is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than this Agreement) real property), owned or controlled by such Group Company, except for any lease or agreement under which the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice)aggregate annual rental payments do not exceed $1,000,000; (iv) settlement agreement any material joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research and development or other similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after any such Contract that governs the Effective Time) research, development, ownership, enforcement, use, or (B) that restricts in other exploitation of any respect the operations Intellectual Property Rights or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time)other assets, in any such case, each case which is material to the Company and its Subsidiaries, taken as a wholeBusiness); (v) any Contract containing covenants binding upon that (A) limits or purports to limit, in any material respect, the Company, freedom of any of its Subsidiaries, Group Company to engage or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, line of business or with any Person or in any geographic area, except for to operate any such Contract asset or assets or that may be canceled without penalty by would so limit or purport to limit, in any material respect, the Company operations of Holdco or any of its Subsidiaries upon notice Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of 60 days any Group Company to sell, manufacture, develop, commercialize, test or lessresearch the Company Products, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit, in any material respect, Holdco or any of its Affiliates after the Closing; (vi) any Contract with respect to a joint venture requiring any future capital commitment or partnership formed under capital expenditure (or series of capital expenditures) by any Group Company in an amount in excess of (A) $1,000,000 annually or (B) $2,500,000 over the laws life of any applicable jurisdictionthe Contract; (vii) any Contract that would prevent requiring any Group Company to guarantee the Liabilities of any Person (other than any other Group Company) or materially delay pursuant to which any Person (other than any other Group Company) has guaranteed the Company from performing its obligations under this Agreement Liabilities of a Group Company, in any material respecteach case in excess of $1,000,000; (viii) any ContractContract under which any Group Company has, excluding directly or indirectly, made or agreed to make any purchase order or similar documentation that does not contain material terms of the relationship between the partiesloan, that is (A) a Material Customer Agreementadvance, or (B) assignment of payment to any Person or made any capital contribution to, or other investment in, any Person other than a Material Supplier AgreementGroup Company; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material required to be disclosed on Section 3.20 of the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time)Disclosure Schedules; (x) any Government ContractContract with any Person (A) pursuant to which any Group Company may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which any Group Company grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any Company Product or any Intellectual Property Rights; (xi) any Related Party ContractContract governing the terms of, or otherwise related to, the employment, engagement or services of any current director, manager, officer, employee, or Contingent Worker of a Group Company (A) whose annual base salary (or, in the case of a Contingent Worker, actual or anticipated annual base compensation) is in excess of $150,000 or (B) that provides for severance or any other post-termination payments or benefits; (xii) any Contract governing the terms of, or otherwise related to, the employment, engagement or services of any former director, manager, officer, employee or Contingent Worker of a Group Company IP Agreements pursuant to which any Group Company, as of the Closing, has or will have an obligation to pay severance or other post-termination pay; (xiii) any Contract providing for any Change of Control Payment of the type described in clause (a) of the definition thereof; (xiv) any collective bargaining agreements and any other agreements executed with a union or similar organization; (xv) any Contract for the disposition of any material portion of the assets or business of any Group Company or for the acquisition by any Group Company of any material assets or material business of any other Person (other than (A) Shrink-Wrap Licenses acquisitions or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into dispositions made in the ordinary course of business consistent business), or under which any Group Company has any continuing obligation with past practice respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xvi) any settlement, conciliation or similar Contract (A) the performance of which would be reasonably likely to involve any payments in excess of $2,000,000 in the aggregate after the date of this Agreement, (B) with customers a Governmental Entity or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-monetary obligations on any Group Company (or Holdco or any of its Affiliates after the Company or its SubsidiariesClosing); and (xiiixvii) any other Contracts Contract the performance of which requires either (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the A) annual payments to or from any Group Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum 1,000,000 or (B) aggregate payments to or from any Group Company in excess of $500,000 during 2,500,000 over the life of the Contract. Each such Contract described and, in clauses each case, that is not terminable by the applicable Group Company without penalty upon less than ninety (90) days’ prior written notice. (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Each Material Contract have been made available to Parent or publicly filed with is valid and binding on the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a applicable Group Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge knowledge of the Company, no other party is) in default under any Company Material Contractthe counterparty thereto, (ii) each of the Company Material Contracts and is in full force and effecteffect and (ii) the applicable Group Company and, and is to the valid, binding and enforceable obligation knowledge of the Company, the counterparties thereto, are not in material breach of, or default under, any Material Contract. As of the date of this Agreement, no written notice of termination has been received by the Company and its Subsidiarieswith respect to any Material Contract, and to the Knowledge knowledge of the Company, none of the other parties thereto, subject to any Material Contract has indicated to a Group Company that it intends to terminate the General Enforceability Exceptions, (iii) the Company and Material Contract or to terminate or reduce its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (business dealings with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the a Group Company, no party has threatened to terminate, any Company Material Contract.

Material Contracts. (a) All Contracts, including amendments thereto, required to be filed as an exhibit to any report of the Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K under the Exchange Act have been so filed, and, as of the date hereof, no such Contract has been amended or modified (or further amended or modified, as applicable) since the date so filed. (b) Other than the Contracts described in clause (a) above which were filed in an unredacted form, Section 3.9(a2.10(b) of the Company Disclosure Letter sets forth a correct and complete list, and the Company has made available to Parent correct list as of the date of this Agreementand complete copies (including all material amendments, excluding any Contract that (x) is modifications, extensions or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Documentrenewals with respect thereto), of each Contract described in this Section 3.9(a) under which of the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or following Contracts to which the Company or any of its the Company Subsidiaries is a party or any bound as of their respective properties or assets is subjectthe date hereof: (i) each Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) containing any area of Regulation Smutual interest, joint bidding area, joint acquisition area, or non-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement compete or similar Contract with a Governmental Entity type of provision that (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Affiliates (including Parent and the Parent Subsidiaries or such Affiliate following the Closing) to (x) compete in any business, line of business or geographic area or with any Person during any period of time after the Initial Merger Effective Time or (y) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets or properties or (B) could require the disposition of any material assets or line of business of the Company or any of its Affiliates (including Parent and the Parent Subsidiaries following the Closing); (ii) each Contract that creates, evidences, provides commitments in respect of, secures or guarantees (A) Indebtedness for borrowed money in any geographic areaamount in excess of $2,500,000 or (B) other Indebtedness of the Company or any of the Company Subsidiaries (whether incurred, except assumed, guaranteed or secured by any asset) in excess of $2,500,000, other than agreements solely between or among the Company and the Company Subsidiaries; (iii) each Contract for lease of personal property or real property (excluding Oil and Gas Leases) involving annual payments in excess of $2,500,000 or aggregate payments in excess of $5,000,000 that are not terminable without penalty or other liability to the Company or any of the Company Subsidiaries (other than any ongoing obligation pursuant to such Contract that may be canceled without penalty is not caused by any such termination) within 60 days, other than Contracts related to drilling rigs; (iv) each Contract involving the pending acquisition, swap, exchange, farmout, sale or other disposition of (or option to purchase, swap, exchange, sell or dispose of) any assets or properties that are material to the Company or the Company Subsidiaries or that involves aggregate consideration (including non-cash consideration or the payment of any completion or equipping costs as to any ▇▇▇▇▇ or any other capital expenses) having a fair value that exceeds $2,500,000, other than Contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business consistent with past practice; (v) each Contract for any Derivative Product; (vi) each material partnership, stockholder, joint venture, limited liability company agreement or other joint ownership agreement, other than with respect to arrangements exclusively among the Company and/or its wholly-owned Subsidiaries and other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company or any of the Company Subsidiaries; (vii) each joint development agreement, exploration agreement, participation, farmout, farm-in, drillco, reversionary or program agreement or similar Contract (A) requiring the Company or any of the Company Subsidiaries to make annual expenditures in excess of $2,500,000 or aggregate payments in excess of $5,000,000 during the 12-month period following the date of this Agreement or (B) requiring any Person that is not a Company Subsidiary to pay, fund or bear any capital costs or other drilling, completion or equipping costs or expenses with respect to any Oil and Gas Properties held by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its Subsidiaries requiring annual expenditures in excess of $2,500,000 or aggregate payments in excess of $5,000,000 during the 12-month period following the date of this Agreement, in each case of the immediately foregoing subparts (A) and (B), other than customary joint operating agreements and continuous development obligations under this Agreement in any material respectOil and Gas Leases; (viii) any Contract, excluding any purchase order or similar documentation Contract that does not contain material terms of the relationship between the parties, that is contains (A) a Material Customer Agreement, “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor or (B) includes any dedications, commitments, covenants running with the land or other similar obligations that require the Company or any Company Subsidiaries (including, after Closing, Parent or any Parent Subsidiary) to sell, purchase, supply, deliver, gather, transport, process or handle any water (whether freshwater or produced water) Hydrocarbon, minerals, or other substances (1) produced from any Hydrocarbon ▇▇▇▇▇ and all water, carbon dioxide or injection ▇▇▇▇▇ included in the Oil and Gas Properties or (2) used in connection with the drilling or completion of any Hydrocarbon ▇▇▇▇▇, water, carbon dioxide or injection ▇▇▇▇▇, excluding, in each case, any such Contract (x) that would reasonably be expected to result in annual payments or expenditures less than $2,500,000 or aggregate payments or expenditures less than $5,000,000 after the date hereof, (y) where the lands included in the dedication or commitment area thereunder are less than 1280 gross acres or (z) that dedicate, commit or cover volumes less than 7,500 MMcf of gas or 1,500 gross barrels of oil equivalent of liquid Hydrocarbons on a Material Supplier Agreementmonthly basis (calculated on a yearly average basis); (ix) any Contract each agreement that contains any exclusivity rights or exclusivity, “most favored nationsnation” provisions or minimum use most favored customer provision, call or supply requirements that are put option, preferential right or rights of first or last offer, negotiation or refusal, to which the Company or any of the Company Subsidiaries is subject, and, in each case, is material to the business of the Company and its Subsidiaries the Company Subsidiaries, taken as a whole, or that in each case other than those contained in (A) any agreement in which such provision is material to solely for the benefit of the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after any of the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or Subsidiaries, (B) Contracts including non-exclusive licenses customary royalty pricing provisions in Oil and Gas Leases or other non-exclusive grants by (C) customary preferential rights in joint operating agreements, unit agreements or participation agreements affecting the business or the Oil and Gas Properties of the Company or any of rights in, to or under the Company Intellectual Property Subsidiaries entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; andpractices; (xiiix) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries acquisition or between any of the Company’s wholly owned Subsidiaries) divestiture Contract that contain obligations (including contains “earnoutearn out” or other contingent payment obligationsobligations or remaining indemnity or similar obligations (other than (A) asset retirement obligations or plugging and abandonment obligations set forth in the Company Gruy Reserve Report or (B) customary indemnity obligations with respect to the post-closing ownership and operation of acquired assets), that would reasonably be expected to result in (1) earn-out payments, contingent payments or other similar obligations to a third-party (but excluding indemnity payments) in any year in excess of $2,500,000 or (2) earn-out payments, contingent payments or other similar obligations to a third-party, including indemnity payments, in excess of $5,000,000 in the receipt aggregate; (xi) any Contract (other than any Contract otherwise covered by this Section 2.10(b)) that creates future payment obligations (including settlement agreements or making Contracts that require any capital contributions to, or investments in, any Person) of the Company or any of the Company Subsidiaries, in each case, involving annual payments in excess of $5,000,000 or aggregate payments in excess of $10,000,000 (excluding, for the avoidance of doubt, customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of the Company or any of the Company Subsidiaries), or creates or would create an Encumbrance on any material asset or property of the Company or any of the Company Subsidiaries (other than Permitted Encumbrances); (xii) any Contract that (A) provides for the sale by the Company or any of its the Company Subsidiaries of payments Hydrocarbons (1) in excess of 2,500 gross barrels of oil equivalent of Hydrocarbons per day (calculated on a per day yearly average basis) or (2) for a term greater than 10 years and (B) has a remaining term of greater than 90 days and does not allow the future Company or the Company Subsidiaries to terminate it without penalty to the Company or the Company Subsidiaries within 90 days; (xiii) any Labor Agreement; (xiv) any Contract (other than Oil and Gas Leases and joint operating agreements) pursuant to which the Company or any of the Company Subsidiaries has paid amounts associated with any Production Burden in excess of $100,000 per annum 2,500,000 during the immediately preceding fiscal year or with respect to which the Company reasonably expects that it and the Company Subsidiaries will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $2,500,000 annually or $500,000 during 5,000,000 in the life aggregate; (xv) any Contract pursuant to which the Company or any of the Contract. Each such Contract described in clauses Company Subsidiaries (iA) – (xiii) (acquires, uses or has the right to use any Intellectual Property owned by another Person that is not excluded pursuant material to clause its business (xexcept for licenses to generally commercially available software or technology licensed substantially on standard terms and conditions), (B) transfers, grants material licenses or rights to use, or acquires material Intellectual Property owned by the Company or any of the Company Subsidiaries (excluding standard employee invention and confidentiality agreements) or (yC) of is materially restricted from using, registering or asserting any Intellectual Property owned by the lead-in language in Section 3.9(a)), whether Company or not set forth on Section 3.9(a) any of the Company Disclosure LetterSubsidiaries that is material to its business; (xvi) any Contract which is between the Company or any of the Company Subsidiaries, is on the one hand, and any of their respective officers, directors or principals (or any such Person’s Affiliates) or any Person that holds or owns five percent or more of the shares of the Company’s capital stock (or any affiliates of any such Person) on the other hand; or (xvii) each Contract or Company Entities Organizational Document that would, on or after the Closing Date, prohibit or restrict the ability of Parent or any of its Subsidiaries (including the Company and its Subsidiaries) to declare and pay dividends or distributions with respect to their capital stock, pay any Indebtedness for borrowed money, obligations or liabilities from time to time owed to Parent or any of its Subsidiaries (including the Company and its Subsidiaries), make loans or advances or transfer any of its properties or assets. (c) The Contracts described in the foregoing clauses (a) and (b), together with all exhibits and schedules to such Contracts, as amended through the date hereof or as hereafter amended in accordance with Section 4.1 hereof, are referred to herein as a “Company Material ContractContracts”.” (bd) True and correct in all material respects copies of each Each Company Material Contract have been made available to Parent is valid and binding on the Company or publicly filed with the SEC prior Company Subsidiary party thereto, as the case may be, and, to the date hereof. Except Knowledge of the Company, each other party thereto, and is in full force and effect in accordance with its terms, except for (i) terminations or expirations at the end of the stated term or (ii) such failures to be valid and binding or to be in full force and effect as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in each case subject to Enforceability Exceptions. (ie) neither Neither the Company nor any of its the Company Subsidiaries is (in breach of, or default under the terms of, and, to the Knowledge of the Company, no other party isto any Company Material Contract is in breach of, or default under the terms of, any Company Material Contract, nor is any event of default (or similar term) in default continuing under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminatethere does not exist any event, condition or omission that would constitute such a default, breach or event of default (or similar term) (whether by lapse of time or notice or both) under any Company Material Contract, in each case where such breach, default or event of default (or similar term) would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Material Contracts. (a) Subsections (i) through (viii) of Section 3.9(a) 3.16 of the Company Disclosure Letter sets forth Schedule contain a complete and correct list as of the date following types of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or contracts and agreements to which the Company or any of its Subsidiaries or any is a party (such contracts, agreements and arrangements as are required to be set forth in Section 3.16(a) of their respective properties or assets is subject:the Company Disclosure Schedule being the "Material Contracts"): (i) Contract (other each contract and agreement which is likely to involve consideration of more than this Agreement) that is required to be filed by $25,000, in the Company as a material contract pursuant to Item 601(b)(10) aggregate, over the remaining term of Regulation S-K of the SEC but is not so filedsuch contract; (ii) indentureall material broker, credit agreementdistributor, loan agreementdealer, security agreementfranchise, guaranteeagency, notesales promotion, mortgage market research, marketing, consulting, advertising, transfer, software, and research and development contracts or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by agreements to which the Company or any of its Subsidiaries is a party; (iii) all clinical trial or any of their respective Affiliates (including Parent clinical research organization, manufacturing or supply, collaboration, and its Affiliates after the Effective Time) guarantee contracts or (B) that restricts in any respect the operations or conduct of agreements to which the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a wholeparty; (viv) all management contracts (excluding contracts for employment) and contracts with other consultants, including any Contract containing covenants binding contracts involving the payment of royalties or other amounts calculated based upon the Company, revenues or income of the Company or its Subsidiaries or income or revenues related to any product of the Company or its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of Subsidiaries to which the Company or any of its Subsidiaries or such Affiliate to compete is a party; (v) all contracts and agreements evidencing indebtedness for borrowed money in any business, or excess of $10,000; (vi) all material contracts and agreements with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by Governmental Authority to which the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to is a joint venture or partnership formed under the laws of any applicable jurisdictionparty; (vii) any Contract all contracts and agreements that would prevent limit, or materially delay the Company from performing its obligations under this Agreement purport to limit, in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms respect the ability of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) compete in any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course line of business consistent or with past practice with customers any person or entity or in any geographic area or during any period of the Company or its Subsidiariestime; and (xiiiviii) other Contracts (other than this Agreement, purchase orders all material contracts or arrangements that result in the ordinary course any person or entity holding a power of business consistent with past practice, agreements between attorney from the Company and any of its wholly owned Subsidiaries or between any or, to the knowledge of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or , any of its Subsidiaries of payments in that relates to the future in excess of $100,000 per annum Company, its Subsidiaries or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contracttheir respective businesses.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually prevent or in materially delay consummation of the aggregate, Merger and would not have a Company Material Adverse Effect, (i) neither each Material Contract is a legal, valid and binding agreement, the Company nor is not in material default under any Material Contract and none of its Subsidiaries is the Material Contracts has been canceled by the other party; (and, ii) to the Knowledge of the Company's knowledge, no other party is) is in breach or violation of, or default under under, any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, ; (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse in receipt of time or the giving any claim of notice, or both) in breach thereunder default under any such agreement; and (iv) neither the Company execution of this Agreement nor the consummation of the Merger shall constitute a default, give rise to cancellation rights, or otherwise adversely affect any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, 's rights under any Company Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto.

Material Contracts. (a) Section 3.9(a) of the Company Disclosure Letter Schedule 5.15 sets forth a complete and correct list as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described (and in this Section 3.9(athe case of an oral Contract, the material terms of such Contract) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries is a party to or to which any of the assets the Company or any of their respective properties or assets is subject: its Subsidiaries are bound: (i) Contract governing the borrowing of money or the Guarantee or the repayment thereof or granting of Liens (other than this AgreementPermitted Liens) that is required to be filed by on any material property or asset of the Company as a material contract pursuant to Item 601(b)(10) or any of Regulation S-K of the SEC but is not so filed; (ii) indentureits Subsidiaries, credit agreementin each case, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; ; (ii) providing for the employment of any Person with annual compensation in excess of $100,000, except for any Contract for “at-will” employment which may be terminated on 60 days or less prior notice without liability to the Company or its Subsidiaries; (iii) Contract containing covenants expressly limiting the freedom of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or market; (iv) providing a license to the Company or its Subsidiaries to use any third party Intellectual Property (other than this Agreementlicenses for commercially available off-the-shelf Software) or providing to a third party a license to use any Intellectual Property; (v) with any directors, managers, officers, members or stockholders of the Company or its Subsidiaries; (vi) providing for the sale future or ongoing purchase, maintenance or acquisition, or the sale, lease or furnishing, of any materials, supplies, merchandise, property or equipment (including computer hardware or software or other property or services), in each case in excess of its assets after the date hereof (other than sales of inventory, product $100,000 annually or obsolete equipment $200,000 in the ordinary course aggregate; (vii) granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any material right, asset or property of business consistent with past practice); the Company or its Subsidiaries; (ivviii) settlement providing for any offset, countertrade or barter arrangement in excess of $100,000 annually or $200,000 in the aggregate; (ix) containing a “most favored nation” pricing agreement or similar Contract consignment arrangement with a Governmental Entity customer or supplier; (Ax) involving future performance a material distributor, sales representative, broker or advertising arrangement that by its express terms is not terminable by the Company or its Subsidiaries at will or by giving notice of 30 days or less, without liability; (xi) involving a joint venture or partnership or involving the sharing of profits, losses, costs or liability by the Company or any of its Subsidiaries with any other Person; (xii) involving management services, consulting services, independent contractor services, support services or any other similar services, in each case, in excess of their respective Affiliates $100,000 annually or $200,000 in the aggregate; (including Parent and its Affiliates after xiii) involving the Effective Timeacquisition of any business enterprise whether via stock or asset purchase or otherwise (but excluding the acquisition of inventory in the Ordinary Course of Business); (xiv) granting a power of attorney to any Person; (xv) with respect to a franchise agreement or arrangement; or (Bxvi) that restricts in any respect under which the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty amount payable by the Company or any of its Subsidiaries upon notice is based on a royalty or earn-out in excess of 60 days $100,000 annually or less;$200,000 in the aggregate (the Contracts described in clauses (i)-(xvi) are each, a “Company Material Contract” and collectively, the “Company Material Contracts”). (vib) any Contract with respect to a joint venture or partnership formed under To the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any Knowledge of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected , the Company has made available to result in the receipt or making by Buyer true and complete copies of each written Company Material Contract, as amended. Each Company Material Contract is a valid, binding and enforceable obligation of the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a))Subsidiaries, whether or not set forth on Section 3.9(a) of the Company Disclosure Letteras applicable, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no the other party is) parties thereto, enforceable in default under any Company Material Contractaccordance with its terms, (ii) each of subject to the General Enforceability Exceptions. With respect to the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of listed on Schedule 5.15 (or required to be listed on Schedule 5.15): (i) neither the Company and or any of its SubsidiariesSubsidiaries nor, and to the Knowledge of the Company, any other party thereto, is in material default under or in material violation of any such Company Material Contract; (ii) to the Knowledge of the other parties theretoCompany, subject to the General Enforceability Exceptionsno event has occurred that, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with notice or without the lapse of time or the giving of noticeboth, would constitute such a material default or both) in breach thereunder and material violation; (iviii) neither the Company nor any of its Subsidiaries has received released any notice of termination with respect to, and, its material rights under any such Company Material Contract; and (iv) to the Knowledge of the Company, no party to any such Company Material Contract has repudiated any of the material terms thereof or threatened in writing to terminate, terminate or cancel any such Company Material Contract.

Material Contracts. (a) Section 3.9(a4.13(a) of the Company Disclosure Letter Schedules sets forth a correct and complete and correct list list, as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC DocumentExecution Date, of each Contract described in this Section 3.9(a) under the following Contracts to which the an Acquired Company is party or by which any of its Subsidiaries has any current the Acquired Companies’ assets or future rightsproperties are bound (collectively, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:“Material Contracts”): (i) Contract (other than this Agreement) that is constitutes, or would be required to be filed by the Company GXS Worldwide as, a “material contract” (as a material contract pursuant to Item such term is defined in item 601(b)(10) of Regulation S-K of the SEC but is not so filedSEC); (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage any Contract pursuant to which the Acquired Companies may be entitled to receive or other evidence of Indebtedness or agreement providing for Indebtedness obligated to pay more than $2,000,000 in excess of $100,000any calendar year; (iii) any Contract that limits or purports to limit (other than this Agreementor that following the Closing could limit) for the sale ability of any Acquired Company, Parent, Merger Sub, Surviving Corporation or any of its assets after the date hereof Parent, Merger Sub or Surviving Corporation’s Affiliates to (other than sales A) compete in any line of inventorybusiness, product with any Person, in any geographic area or obsolete equipment in the ordinary course during any period of business consistent with past practice)time; or (B) any Contract that grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person; (iv) settlement agreement any Contract containing “most-favored-nation” terms whereby an Acquired Company would be required to provide preferential pricing or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any treatment to such case, which is material to the Company and its Subsidiaries, taken as a wholethird party; (v) any Contract containing covenants binding upon the Company, relating to any future capital expenditures by an Acquired Company in excess of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less$1,000,000; (vi) any Contract with respect relating to a joint venture the creation, incurrence, assumption or partnership formed under the laws guarantee of any applicable jurisdictionIndebtedness; (vii) any Contract that would prevent relates to the acquisition or materially delay disposition of any business, a material amount of stock or assets of any Person or any property (whether by merger, sale of stock, sale of assets, license or otherwise), including any real property that was consummated within two (2) years prior to the Company from performing its obligations under date of this Agreement in any material respectAgreement; (viii) any Contract, excluding any purchase order or similar documentation Contract that does not contain material terms of the relationship between the parties, that is provides for (A) a Material Customer Agreement, the establishment or operation of any joint venture or (B) a Material Supplier Agreementthe development of any Intellectual Property Rights that are material to the Business which requires payment by an Acquired Company of more than $750,000; (ix) any Contract that contains involving any exclusivity rights resolution or “most favored nations” provisions settlement of any actual or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as threatened Legal Proceeding with a whole, value in excess of $500,000 or that is material to the Company provides for any injunctive or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time)other non-monetary relief; (x) any Government hedging, swap, derivative or similar Contract; (xi) any Related Party ContractLeases; (xii) any Contract under which any Acquired Company IP Agreements other has received or granted any right to use or exploit any Intellectual Property Rights that are material to the Business, whether by way of a license, covenant not to ▇▇▇ or otherwise with a license fee of more than $1,000,000 annually (Aexcluding (x) Shrinkany off-Wrap Licenses the-shelf shrinkwrap, clickwrap or similar commercially available non-custom software licensed to an Acquired Company and (By) Contracts including non-exclusive licenses or other non-exclusive grants granted by the an Acquired Company of rights in, to or under Company Intellectual Property entered into its customers in the ordinary course of business consistent with past practice with customers for the use of the Company Acquired Company’s services); (xiii) any Contract that involves the colocation or its Subsidiariesoutsourcing of any material operations or infrastructure of any Acquired Company; (xiv) any labor or collective bargaining agreements, excluding statutory workers council, industry contracts or similar requirements in each case as required by Laws outside of the United States; (xv) any Contract with a Major Customer or Major Supplier; and (xiiixvi) other Contracts (other than this Agreementany Contract between or among an Acquired Company, purchase orders in on the ordinary course of business consistent with past practiceone hand, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) Affiliate of the Company Disclosure Letter(other than an Acquired Company), is referred to herein as a “Company Material Contracton the other hand.” (b) True and correct in all material respects copies of each The Company Material Contract have been has made available to Parent or publicly filed with and Merger Sub correct copies of each Material Contract as of the SEC prior Execution Date (including all material amendments to the date hereofterms and conditions thereof, but not including supplements, annexes, work orders, change requests and schedules thereto). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Each Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts Contract is in full force and effect, effect and is the valid, binding and enforceable obligation of the against an Acquired Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge Company’s Knowledge, any other party thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and the availability of equitable remedies. No Acquired Company nor, to the Company, no party has threatened to terminate’s Knowledge, any Company other party to any Material Contract is in material breach of or default under, or to the Company’s Knowledge has provided or received any written notice of any intention to terminate any Material Contract.

Material Contracts. (a) Except for this Agreement, for Contracts filed as exhibits to the Company Reports or as disclosed in Section 3.9(a3.15(a) of the Company Disclosure Letter sets forth a complete and correct list Schedule, as of the date of this Agreement, excluding any Contract that Agreement (xi) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which neither the Company or nor any of its Subsidiaries has any current or future rightsis a party to, obligations or liabilities or to which and (ii) none of the Company or Company, any of its Subsidiaries Subsidiaries, or any of their respective properties properties, assets or assets rights is subjectbound by: (i) any Contract (other than this Agreement) that is or would be required to be filed by the Company as a “material contract contract” with the SEC pursuant to Item 601(b)(10) of Regulation S-K of or disclosed by the SEC but is not so filedCompany on Form 8-K; (ii) indenture, credit any limited liability company agreement, loan agreement, security agreement, guarantee, note, mortgage joint venture or other evidence similar agreement or arrangement relating to the formation, creation, operation, management or control of Indebtedness any partnership or agreement providing for Indebtedness in excess joint venture (excluding any Teaming Agreement) that is material to the business of $100,000the Company and its Subsidiaries, taken as a whole, other than any such limited liability company, partnership or joint venture that is a Subsidiary of the Company; (iii) any Contract (other than this Agreementamong consolidated Subsidiaries of the Company or capital or operating leases) relating to (x) indebtedness for the sale of borrowed money or (y) any of its assets after the date hereof (other than sales of inventoryinterest rate, product currency or obsolete equipment in the ordinary course of business consistent with past practice)commodity derivatives or hedging transactions; (iv) settlement agreement or similar any Contract with a Governmental Entity (A) involving future performance by the Company or other than any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (BTeaming Agreement) that restricts in any respect purports to limit the operations or conduct right of the Company or any of its Subsidiaries to engage or compete in any line of their respective Affiliates (including Parent and its Affiliates after the Effective Time)business or to compete with any Person or operate in any location, in each case in any such case, which is respect material to the business of the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon entered into since the CompanyApplicable Date relating to an acquisition, any of its Subsidiariesdivestiture, merger or any of their respective Affiliates similar transaction that contains representations, covenants, indemnities or other obligations (including Parent and its Affiliates after the Effective Timepayment, indemnification, purchase price adjustment, “earn-out” or other contingent obligations) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate that are still in effect and would reasonably be expected to compete result in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty payments by the Company or any of its Subsidiaries upon notice in excess of 60 days or less$250,000; (vi) any Contract with respect that obligates the Company to a make any capital commitment or expenditure (including pursuant to any joint venture or partnership formed under the laws venture) in excess of any applicable jurisdiction$1,000,000; (vii) any individual Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms with an employee of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries that provides for compensation in any fiscal year that is equal to or greater than $400,000 (excluding any compensation related to expatriate costs and expenses, such as expatriate allowance, expatriate bonus, assignment completion bonus, post differential/hardship pay, post or cost of payments living allowance, education allowance, housing or living quarters allowance, relocation expenses, repatriation allowance, automobile allowance, language courses and orientation, travel costs, cost for tax assistance and preparation, and temporary housing costs), other than any offer letter or similar employment arrangement that can be terminated without express liability post-termination other than severance paid in the future in excess ordinary course of $100,000 per annum or $500,000 during business; and (viii) any Contract that prohibits the life pledging of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) capital stock of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies or any Subsidiary of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor or prohibits the issuance of guarantees by any of its Subsidiaries is (and, to the Knowledge Subsidiary of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contract.

Material Contracts. (a) Section 3.9(a3.09(a) of the Company Disclosure Letter sets forth a complete and correct list as Schedules lists each of the date following Contracts of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 3.10(b) of its Subsidiaries has any current or future rightsthe Disclosure Schedules and all Company IP Agreements set forth in Section 3.12(b) of the Disclosure Schedules, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:being “Material Contracts”): (i) each Contract (other than this Agreement) that is required to of the Company involving aggregate consideration in excess of $100,000 and which, in each case, cannot be filed cancelled by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filedwithout penalty or without more than 90 days’ notice; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000all Contracts with the Material Customers; (iii) Contract (other than this Agreement) for all Contracts that require the sale Company to purchase its total requirements of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice)service from a third party or that contain “take or pay” provisions; (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance all Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax, environmental or other Liability of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a wholePerson; (v) all Contracts that relate to the acquisition or disposition of any Contract containing covenants binding upon 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); (vi) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which the Company is a party; (vii) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the Company is a party and which are not cancellable without material penalty or without more than 90 days’ notice; (viii) except for Contracts relating to trade payables, all Contracts relating to Indebtedness (including, without limitation, guarantees) of the Company, ; (ix) all Contracts with any of its Subsidiaries, Governmental Authority to which the Company is a party (“Government Contracts”); (x) all Contracts that limit or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts purport to limit the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, line of business or with any Person or in any geographic area, except for area or during any such Contract that may be canceled without penalty by the Company or any period of its Subsidiaries upon notice of 60 days or lesstime; (vixi) any Contract with respect Contracts to which the Company is a party that provide for any joint venture venture, partnership or partnership formed under similar arrangement by the laws of any applicable jurisdictionCompany; (viixii) any Contract that would prevent all Contracts between or materially delay among the Company from performing its obligations under this Agreement in on the one hand and a Seller or any material respectAffiliate of a Seller (other than the Company) on the other hand; (viiixiii) all collective bargaining agreements or Contracts with any Contract, excluding any purchase order or similar documentation that does not contain material terms of Union to which the relationship between the parties, that Company is (A) a Material Customer Agreement, or (B) a Material Supplier Agreementparty; (ixxiv) all Contracts with any Person that are subcontractors under a Government Contract; and (xv) any other Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded previously disclosed pursuant to clause (x) or (y) of the lead-in language in this Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract3.09.” (b) True Each Material Contract is in full force and effect and is a valid and binding agreement enforceable against the Company and the other party or parties thereto, in accordance with its terms. None of the Company or, 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) or has provided or received any notice of any intention to terminate, any Material Contract. No event or 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 right or obligation or the loss of any benefit thereunder. Complete and correct in all material respects copies of each Company Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material ContractBuyer.

Material Contracts. (a) Section 3.9(aExcept for the Contracts set forth on Schedule 3.6(a) of (such Contracts, collectively, the Company Disclosure Letter sets forth a complete and correct list “Material Contracts”), as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company is not a party to or bound by any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subjectfollowing Contracts: (i) Contract Contracts (other than this Agreementpurchase orders and statements of work issued under existing master or similar Contracts) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filedwith any Material Customer or Material Supplier; (ii) indentureMaterial Real Property Leases; (iii) Contracts pursuant to which the Company is a lessee of any tangible personal property, credit agreementor holds or operates any tangible personal property owned or controlled by another Person, loan agreementother than any such Contract under which the aggregate annual payments do not exceed $100,000; (iv) Contracts under which the Company is lessor of or permits any third party to hold or operate any tangible property (other than real property), security agreementowned or controlled by the Company, guaranteeexcept for any such Contract under which the aggregate annual rental payments do not exceed $100,000; (v) (A) joint development Contracts, note(B) joint venture Contracts or (C) strategic alliance or similar Contracts; (vi) Contracts prohibiting in any material respect the Company from freely engaging in any line of business anywhere in the world or competing with any Person or otherwise including provisions on joint price-fixing, mortgage market or customer sharing, exclusivity or market classification; (vii) Contracts containing material confidentiality provisions (other evidence than ordinary course non-disclosure agreements, customer or supplier agreements, employee or contractor agreements or such other Contracts entered into in the ordinary course of Indebtedness business where confidentiality undertakings are incidental to the primary purpose); (viii) Contracts (excluding Employee Benefit Plans) that require the payment by or agreement providing to the Company after the date hereof of an amount in excess of $100,000 per annum; (ix) Contracts relating to Indebtedness; (x) Contracts that relate to any disposition or acquisition by the Company of any operating business or the capital stock or equity interests of any other Person during the past two (2) years, in each case for Indebtedness consideration in excess of $100,000; (iiixi) Contract (other than this Agreement) for the sale Contracts to directly or indirectly guarantee of any liability or obligation of its assets after another Person; (xii) Contracts that represents the date hereof settlement or compromise of any actual or threatened Proceeding against or by the Company; (xiii) Contracts for capital expenditures in excess of $100,000; (xiv) Contracts in which the Company makes, directly or indirectly, any material advance, loan, extension of credit or capital contribution to, or other than sales investment in, any Person, in excess of inventory$100,000; (xv) Contracts pursuant to which (i) the Company licenses Intellectual Property to any Person, product or obsolete equipment other non-exclusive licenses entered in the ordinary course of business consistent or (ii) the Company licenses Intellectual Property from any Person, other than agreements for shrink-wrap, click-wrap or off-the-shelf software, or other software commercially available on reasonable terms to the public generally, in each case with past practice)one-time or annual license, maintenance, support and other fees of $100,000 or less. (xvi) Contracts with a Governmental Entity; (ivxvii) settlement agreement Contracts involving a sharing of profits, losses, costs or expenses or containing a put, call or similar Contract with a Governmental Entity right; (xviii) Contracts (A) involving for the future performance by sale of any asset of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts grants a right or option to purchase in the future any respect the operations or conduct asset of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete other than in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) each case any Contract with respect to a joint venture or partnership formed under the laws remaining value of any applicable jurisdiction;less than $100,000; or (viixix) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material commit to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between do any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contractforegoing.” (b) True and correct in all material respects copies of Except as set forth on Schedule 3.6(b), each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither is legal, valid and binding on the Company nor any of and enforceable in accordance with its Subsidiaries is (terms against the Company and, to the Knowledge knowledge of the Company, no each other party is) in default under any Company Material Contract, thereto (subject to the Enforceability Exception); and (ii) each to the knowledge of the Company Material Contracts is in full force and effectCompany, and is the will be legal, valid, binding and enforceable obligation on identical terms immediately following the consummation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, transactions contemplated by this Agreement (subject to the General Enforceability ExceptionsException). (c) Except as set forth on Schedule 3.6(c), (iii) the Company and its Subsidiaries have has performed in all material respects all obligations required to be performed by them to date it under the Company Material Contracts and are is not (with in material default under or without the lapse in material breach of, nor in receipt of time any written claim of default or the giving of noticebreach under, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect toMaterial Contract to which it is a party, and, to the Knowledge knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material default, breach or event of noncompliance by the Company under any Material Contract. To the knowledge of the Company, as of the date hereof, the other party to each Material Contract has threatened performed in all material respects all obligations required to be performed by it under such agreement. (d) The Company has not received any written notice from any counterparty to any Material Contract of such party’s intention to terminate, not renew, cancel or materially decrease its business with the Company outside of the ordinary course of business or any Company claims for damages or indemnification thereunder. (e) Correct and complete copies of each Material ContractContract (including any amendments, waivers or other modifications thereto through the date of this Agreement) have been made available to Purchaser.

Material Contracts. (a) Section 3.9(a2.19(a) of the Company Disclosure Letter sets forth a complete and correct list Schedule identifies, as of the date of this Agreement, each of the following Contracts of an Acquired Company (excluding any Company Plans, Foreign Company Plans, Company Real Property Leases, the Rhino Merger Agreement and any purchase or sales order issued in the ordinary course of business) (each, a “Material Contract”): (i) any joint venture, partnership or limited liability company agreement which is material to the Company and its Subsidiaries (taken as a whole) relating to the formation, creation, operation, management or control of any such material joint venture, partnership or limited liability company; (ii) any Contract creating, guaranteeing or incurring indebtedness for borrowed money in excess of $5,000,000; (iii) any Contract with a supplier or vendor of the Company or any of its Subsidiaries that resulted in aggregate payments by the Company and its Subsidiaries to such supplier or vendor in excess of $8,000,000 for the fiscal year ended December 31, 2025; (iv) any Contract for the acquisition or disposition (by merger, consolidation, purchase or sale of stock or of assets or otherwise) of any Entity, business or assets that constitute a business or division of any Person, or all or substantially all of the assets of any Person (A) after the date hereof and with a fair market value or a purchase price (including assumption of debt) in excess of $8,000,000 and under which, after the Closing, the Company or any of its Subsidiaries will have any material financial obligations or (B) under which, after the Closing, the Company or any of its Subsidiaries will have any material continuing indemnification obligations or “earn-out” or similar contingent payment obligations; (v) except with respect to franchising arrangements as described in Section 4.2(b)(v) of the Company Disclosure Schedule, any Contract that (xA) contains any covenant that expressly limits, curtails or restricts the ability of the Company or any of its Subsidiaries to engage in any line of business, compete with any Person or conduct activities in any geographic area, in each case that would reasonably be expected to be material to the operations of the Company and its Subsidiaries (taken as a whole) or (B) grants to any third party a right of first refusal, first offer or first negotiation or a call or put right with respect to any asset that is material to the Company and its Subsidiaries (taken as a whole); (vi) any Contract that is between the Company or relates to a any of its Subsidiaries, on the one hand, and any director, officer or stockholder holding five percent (5%) or more of the voting power of the Company PlanCommon Stock, on the other hand, other than (A) any employment agreements, (yB) relates exclusively relating to the BBGS Business transactions conducted on an arm’s-length basis or (zC) is filed as an exhibit to any Company SEC Document, agreements with consideration of each less than $5,000,000; (vii) any Contract described in this Section 3.9(a(A) under which the Company or any of its Subsidiaries grants or is granted (x) a covenant not to use or assert any Intellectual Property or (y) a license on an exclusive basis to any Intellectual Property or (B) material to the conduct of the business of the Company and its Subsidiaries (taken as a whole) under which the Company or any of its Subsidiaries grants a license to a third party with respect to Company Owned IP, or acquires, is granted a license to or otherwise permitted to use Intellectual Property of a third party, other than, in the case of Subsection (B), (1) Contracts involving the licensing of Intellectual Property where such licensed Intellectual Property is merely incidental to the transaction contemplated in such Contract, the commercial purpose of which is something other than such license of Intellectual Property, (2) Contracts relating to the non-exclusive license, support or service of the Company’s products and services in the ordinary course of business on the Company’s standard form, (3) Contracts for (x) the license of generally commercially available, non-customized technology pursuant to a non-exclusive license, with annual fees of less than $5,000,000, or (y) Open Source Software, (4) non-disclosure agreements entered into in the ordinary course of business, or (5) employee invention assignment agreements entered into in the ordinary course of business on the Company’s standard form; (viii) any tax receivable agreements; (ix) master franchise agreements for the United States independent regions, Quebec and Europe (collectively, the “Master Franchise Agreements”); (x) each agreement under which the Company or any of its Subsidiaries has advanced or loaned any current amount of money to any of its officers, directors, or future rightsemployees; (xi) each agreement that contains any “most favored nation” or most favored customer provision, obligations call or liabilities put option, preferential right or rights of first or last offer, negotiation or refusal to which the Company or any of its Subsidiaries or any of their respective properties Affiliates is subject and that is material to the business of the Company and its Subsidiaries, taken as a whole, except for any agreement in which such provision is solely for the benefit of the Company or assets is subject:any of its Subsidiaries; and (ixii) any Contract (not otherwise described in any other than Subsection of this AgreementSection 2.19(a) that would constitute a “material contract” (as such term is required to be filed by the Company as a material contract pursuant to defined in Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (iiSecurities Act) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction;Company. (viib) any Each Material Contract that would prevent or materially delay the Company from performing is valid and in full force and effect, and is enforceable in accordance with its obligations under this Agreement in any material respect; (viii) any Contractterms, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material subject to the Company Enforceability Limitations and its Subsidiaries taken except as a wholewould not, individually or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreementaggregate, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in have a Material Adverse Effect on the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life Company. None of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant Acquired Companies, and, to clause (x) or (y) the Knowledge of the lead-in language in Section 3.9(a))Company, whether no other Person, has violated or not set forth on Section 3.9(a) of the Company Disclosure Letterbreached, is referred to herein as a “Company or committed any default under, any Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except , except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of Effect on the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contract.

Material Contracts. (a) Section 3.9(aExcept as set forth on Schedule 5.18(a) of the Company Disclosure Letter sets forth Schedule, neither the Company nor any of its Subsidiaries is a complete and correct list as party to nor are their assets or properties bound by any Contract of the date following nature (such Contracts as are set forth or required to be set forth on Schedule 5.18(a) of this Agreement, excluding the Company Disclosure Schedule being “Company Material Contracts”): (i) any Contract that (x) is or relates pursuant to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has provided funds to or made any current loan, capital contribution or future rightsother investment in, obligations or liabilities assumed any liability or obligation of, any Person, including take-or-pay Contracts or keepwell agreements, or any Contract relating to which or evidencing indebtedness of the Company or any of its Subsidiaries, including mortgages, other grants of security interests, guarantees or notes, except for office equipment leases entered into in the ordinary course of business; (ii) any Contract for the purchase of any debt or equity security or other ownership interest of any Person, or for the issuance of any debt or equity security or other ownership interest, or the conversion of any obligation, instrument or security into debt or equity securities or other ownership interests of, the Company or any of its Subsidiaries; (iii) any lease, sublease or similar Contract under which (A) the Company or any of its Subsidiaries is a lessor or sublessor of real property owned by any other Person, or makes available for use by any Person, any portion of any premises otherwise occupied, leased or subleased by it, or (B) the Company or any of its Subsidiaries is a lessee or sublessee of, or holds or uses any real property owned by any other Person; (iv) any lease, sublease or similar Contract under which (A) the Company or any of its Subsidiaries is a lessee or sublessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person, or (B) the Company or any of its Subsidiaries is a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by it; (v) any Contract with any customer, distributor or supplier; (vi) any Contract with any Governmental Authority; (vii) any Tax sharing or Tax allocation Contract; (viii) any Contract with any Related Party of the Company or any of its Subsidiaries; (ix) any employment or consulting Contract; (x) any Contract that limits, or purports to limit, the ability of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or during any period of time, or that restricts the right of the Company and its Subsidiaries to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third person exclusive rights (including any exclusive license or right to use any Intellectual Property) or “most favored nation” status or any type of special discount rights; (xi) any Contract providing for indemnification to or from any Person, except for such indemnification provisions granted to distributors, representatives, consultants or customers of the Company and its Subsidiaries pursuant to the Company’s or its Subsidiaries’ standard Contracts with such parties; (xii) any royalty Contract and any Contract relating in whole or in part to any Intellectual Property; (xiii) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract (other than Contracts for the purchase or sale of assets in the ordinary course of business); (xiv) any Contract relating to settlement of any administrative, judicial or arbitration proceedings within the past five years; (xv) any Contract that results in any Person holding a power of attorney from the Company or any of its Subsidiaries that relates to the Company, any of its Subsidiaries or any of their respective properties or assets is subject: (i) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filedbusinesses; (iixvi) indentureany Contract, credit agreement, loan agreement, security agreement, guarantee, note, mortgage whether or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment not made in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity that (A) involving involves a future performance or potential liability or receivable, as the case may be, in excess of $100,000 on an annual basis or in excess of $250,000 over the current Contract term, or (B) has a term greater than one year and cannot be cancelled by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct a Subsidiary of the Company without penalty or further payment and without more than 60 days’ notice; and (xvii) any of its Subsidiaries or any of their respective Affiliates other Contract not referenced in the foregoing clauses (including Parent and its Affiliates after the Effective Time), in any such case, which i) through (xvi) that is material to the business, operations, assets, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies Except for terminations of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectContracts contemplated by Sections 6.19 and 6.20, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is valid, binding and in full force and effect, effect and is the valid, binding and enforceable obligation of against the Company and or one of its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptionsin accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law), (iiiii) the Company and or one of its Subsidiaries have Subsidiaries, if applicable, has performed all material obligations required to be performed by them to date it under the Company Material Contracts and are it is not (with or without the lapse of time or the giving of notice, or both) in breach thereunder or default in any material respect thereunder, (iii) to the Knowledge of the Company, (A) no other party to any Company Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, and (B) no event has occurred or circumstance or condition exists (with or without the lapse of time or the giving of notice, or both) that may contravene, conflict with, or result in a violation or breach of any Company Material Contract, result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the triggering of any payment obligations under, or result in the creation of any Encumbrance upon any of the assets or properties of the Company or any of its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or result in any other modification of or trigger any right or obligation under, any Company Material Contract or provisions thereof; (iv) no party to any Company Material Contract has given any written notice of an alleged breach thereof or otherwise threatened such a breach; and (v) neither the Company nor any of its Subsidiaries has received any written notice of termination with respect tothat any party to any Company Material Contract intends to cancel or terminate such Company Material Contract, to renegotiate such Company Material Contract, or to exercise or not exercise any options thereunder, and, to the Knowledge of the Company, no party such intent to cancel, terminate, renegotiate or exercise has threatened been otherwise threatened. (c) Except for terminations of Company Material Contracts contemplated by Sections 6.19 and 6.20, the execution and delivery by the Company of this Agreement and the Ancillary Agreements to terminatewhich it is a party, and the consummation of the Transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, will not violate, or conflict with, or result in a material breach of any provision of, or constitute a material default (or an event that, with notice or lapse of time or both, would constitute a material breach or default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the triggering of any payment obligations under, or result in the creation of any Encumbrance upon any of the assets or properties of the Company or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or result in any other modification of or trigger any right or obligation under, any Company Material ContractContract or provision thereof. (d) Except as set forth on Schedule 5.18(d) of the Company Disclosure Schedule, no consent of any party to a Company Material Contract is required in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions. (e) True, complete and accurate copies (or, as to oral Contracts, written summaries of the terms), of the Company Material Contracts entered into on or prior to the date hereof have been provided or made available to Parent and true, complete and accurate copies (or, as to oral Contracts, written summaries of the terms) of any Company Material Contracts entered into after the date hereof and prior to or on the Closing Date will be provided or made available to Parent promptly after being so entered into.

Material Contracts. (a) Section 3.9(a) 4.15 of the Company Disclosure Letter Schedules sets forth a true, correct and complete and correct list list, as of the date of this Agreement, excluding of the following Contracts (but not including any Contract that (xLease Agreements or Company Employee Plans) by which any of the Company or any of the Company Subsidiaries is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) bound and under which the Company or any of its the Company Subsidiaries has any current or future rights, ongoing executory obligations or liabilities or the ability to which enforce rights thereunder (collectively, the Company or any of its Subsidiaries or any of their respective properties or assets is subject:“Material Contracts”): (i) each Contract (other than this Agreement) that is required to be filed by the Company as a material contract “Material Contract” pursuant to Item 601(b)(10) of Regulation S-K of under the SEC but is not so filedSecurities Act; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) each Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by to which the Company or any of its the Company Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) is a party that restricts in any respect the operations or conduct ability of the Company or any of its the Company Subsidiaries to compete in any business or with any of their respective Affiliates (including Parent and its Affiliates after the Effective Time)Person in any geographical area, in any such each case, which in a manner that is material to the Company and its the Company Subsidiaries, taken as a whole; (viii) each credit agreement, note, debenture, bond, indenture and other similar Contract pursuant to which any Contract containing covenants binding upon Indebtedness of the Company, any of its Subsidiaries, Company or any of their respective Affiliates the Company Subsidiaries, in each case in excess of $250,000 is outstanding or may be incurred, other than any such Contract between or among any of the Company or any of the Company Subsidiaries; (including Parent and its Affiliates after iv) each Contract to which the Effective Time) that materially restricts Company or any of the ability of Company Subsidiaries is a party with an ISO, sales representative, sales agent, referral partner, sub-agent or any other Person pursuant to which the Company or any of its Subsidiaries generated $250,000 or such Affiliate more in the twelve (12) month period ended December 31, 2017; (v) each Contract to compete which the Company or any of the Company Subsidiaries is a party that is expected to result in any business, or with any Person or aggregate payments in any geographic area, except for any such Contract that may be canceled without penalty excess of $250,000 by the Company or any of its Subsidiaries upon notice in the twelve (12) month period ending December 31, 2018, except for (1) Lease Agreements or (2) Contracts relating to the acquisitions and dispositions of 60 days or lessproperties and assets in the ordinary course of business; (vi) any each Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; entered into within two (vii2) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms years of the relationship between the parties, that is (A) a Material Customer date of this Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to which the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company Subsidiaries is a party for the acquisition or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making disposition by the Company or any of its the Company Subsidiaries of payments properties or assets for, in each case, aggregate consideration of more than $250,000 except for acquisitions and dispositions of properties and assets in the future in excess ordinary course of $100,000 per annum business; (vii) each Contract (1) under which the Company or $500,000 during the life any of the Contract. Each Company Subsidiaries licenses any Licensed Company IP Rights (other than licenses for commercially-available software) that by its terms calls for fees related to the use of Licensed Company IP Rights by the Company or any of the Company Subsidiaries of more than $250,000 over the remaining term of such Contract described in clauses (assuming, where applicable, that the sales or user levels remain at the same levels as fiscal year 2017), or (2) under which the Company or any of the Company Subsidiaries has licensed any Company Owned IP to Third Parties (i) – under an exclusive license or (ii) that by its terms calls for aggregate royalty payments related to the use of Company Owned IP payable to the Company or any of the Company Subsidiaries of more than $250,000 over the remaining term of such Contract (assuming, where applicable, that the sales or user levels remain at the same levels as fiscal year 2017); (viii) each Contract under which the Company or any Company Subsidiary has granted any Person registration rights (including demand and piggy-back registration rights); (ix) each Contract relating to the Warrants; (x) each Contract relating to the acquisition or disposition of any Person, business or operations or assets constituting a business (whether by merger, sale of stock, sale of assets, consolidation or otherwise) entered into since December 31, 2015 (including any such Contract under which contemplated transactions were consummated but under which one or more of the parties thereto has executory indemnification, earn-out or other liabilities); (xi) each Contract which provides for a loan or advance of any amount to any employee of the Company or any temporary agency employee or individual consultant of the Company or any Company Subsidiary, other than the advancement of travel and other business expenses in the ordinary course of business; (xii) each Contract (other than pursuant to Organizational Documents) providing for indemnification by the Company or any Company Subsidiary of any officer, director or employee of the Company; (xiii) (each Contract or arrangement that is not excluded pursuant involves any officer or director or, to clause (x) or (y) the Company’s Knowledge, equityholder of the lead-Company, or any Affiliate, spouse or sibling of such Persons; (xiv) each Contract with any Card Network or with Principal Members of the Card Networks, in language each case enabling the Company or a Company Subsidiary to participate in Section 3.9(a)), whether a Card Network; or (xv) each Contract to which the Company or not set forth on Section 3.9(a) any of the Company Disclosure LetterSubsidiaries is a party constituting a joint venture, is referred partnership, limited liability or other similar agreement (excluding licensing Contracts) relating to herein as a “Company Material Contractthe formation, creation, operation, management or control of any partnership or joint venture.” (b) True The Company has Made Available to Parent true, correct and correct in all material respects complete copies of each Company Material Contract. Each Material Contract have been made available to Parent or publicly filed with the SEC prior to is, as of the date hereof. Except , in full force and effect and a valid and binding agreement enforceable against the Company or any of the Company Subsidiaries party thereto and, to the Company’s Knowledge, each other party thereto, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, (i) neither none of the Company nor any of its the Company Subsidiaries is (andparty to, nor, to the Knowledge Company’s Knowledge, any other party to, any Material Contract is in breach of or default under, or has provided or received any written notice of any intention to terminate or seek renegotiation of, any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, no event or circumstance has occurred that, with or without notice or lapse of time or both, would (i) constitute a material breach of or material event of default by the Company, (ii) result in a right of termination for the counterparty or (iii) cause or permit the acceleration of, or other material changes to, any material right of the counterparty or obligation of the Company, no other party is) in default each case, under any Company Material Contract, except, in the case of each of clauses (i), (ii) each of the and (iii), as has not had a Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material ContractAdverse Effect.

Material Contracts. (a) Section 3.9(a) of the Company Disclosure Letter sets forth a complete and correct list as As of the date of this Agreement, excluding the Company and its Subsidiaries are not a party to or bound by any Contract that (xexcluding the Benefit Plans listed on Section 5.9(a) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:Disclosure Schedule): (i) Contract (other than this Agreement) that is would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filedSEC; (ii) that is or creates a Partnership with any other Person that is material to the Company and its Subsidiaries, taken as a whole, or that relates to the formation, operation, management or control of any such Partnership; (iii) that (A) is an indenture, credit agreement, loan agreement, security agreement, guaranteeguarantee of, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness indebtedness (including obligations under any capitalized leases) in excess of $100,000500,000 (other than agreements between the Company and any wholly owned Subsidiary or between wholly owned Subsidiaries) or pursuant to which the Company or any of its Subsidiaries guarantees any such indebtedness of any other Person (other than the Company or another wholly owned Subsidiary), (B) materially restricts the Company’s ability to incur indebtedness or guarantee the indebtedness of others, (C) grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any property or asset of the Company or its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, or (D) is an interest rate derivative, currency derivative or other hedging contract other than foreign currency cash flow ▇▇▇▇▇▇ entered into in the ordinary course of business and classified as cash flow ▇▇▇▇▇▇ for accounting purposes; (iiiiv) that is a Contract (other than this Agreement) for the acquisition of any corporation, partnership or limited liability company or business, or sale of any of its assets Subsidiaries or businesses, in each case, after the date hereof hereof, in each case with a fair market value or purchase price (including assumption of debt) in excess of $500,000 (other than sales of inventory, product or obsolete equipment (x) in the ordinary course of business consistent with past practiceor (y) intercompany agreements); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (Bv) that restricts in is a Contract providing for the outsourcing, contract manufacturing, testing, assembly or fabrication, as applicable, of any respect the operations products, technology or conduct services of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent under which the Company and its Affiliates after Subsidiaries have made or received payments in excess of $750,000 in the Effective Time)fiscal year ended March 29, in any such case2015, which is or April 3, 2016, or that would otherwise reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (vvi) that is a dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for the Company Products (A) with a third party that was one of the Company’s top twenty (20) customers by revenue in the fiscal year ended March 29, 2015, or April 3, 2016 or (B) under which the Company and its Subsidiaries made or received payments in excess of $750,000 in the fiscal year ended March 29, 2015, or April 3, 2016; (vii) with respect to the acquisition or disposition of any corporation, partnership, limited liability company or business (whether by merger, amalgamation, consolidation or other business combination, sale of assets, sale of capital stock, tender offer, exchange offer, or similar transaction) pursuant to which the Company or any of its Subsidiaries has (A) material continuing indemnification obligations (and was entered into after March 1, 2005), or (B) any “earn-out” or similar contingent payment obligations in excess of $500,000 (other than any Contract containing covenants binding upon that provides solely for the acquisition of inventory, raw materials or equipment in the ordinary course); (viii) that contains a right of first refusal, first offer, or first negotiation, or a call or put right, with respect to any asset that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (ix) that prohibits or restricts the payment of dividends or distributions in respect of the Company’s shares or capital stock; (x) that is a purchase or sale agreement with any Significant Customer or Significant Supplier under which the Company and its Subsidiaries have made or received payments in excess of $500,000 in the fiscal year ended March 29, 2015, or April 3, 2016; (xi) under which (A) any person (other than the Company or any of its Subsidiaries, ) is guaranteeing any liabilities or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability obligations of the Company or any of its Subsidiaries or such Affiliate to compete in any businessSubsidiaries, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by (B) the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or has “most favored nationstake-or-pay” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contractobligations; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of that is between the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between Subsidiaries, on the one hand, and any of the Company’s wholly owned or its Subsidiaries’ respective directors or officers or stockholders who own five percent (5%) that contain obligations or more of the Company Common Stock; (xiii) providing for the creation or imposition of any Lien, other than a Permitted Lien, with respect to any assets (including “earnout” Intellectual Property or other contingent payment obligationsintangible assets) that would reasonably be expected to result be material to the conduct of the business of the Company and its Subsidiaries as currently conducted, taken as a whole; (xiv) that is a settlement, conciliation or similar agreement (x) with any Governmental Entity which (A) materially restricts or imposes material obligations upon the Company or its Subsidiaries, or (B) disrupts the business of the Company and its Subsidiaries as currently conducted in the receipt any material respect, or making by (y) which would require the Company or any of its Subsidiaries to make aggregate payments of payments in more than $250,000 after the future in excess date of $100,000 per annum this Agreement; or (xv) with any Governmental Entity, or $500,000 during for the life purpose of fulfilling a Contract or order from any Governmental Entity as the ultimate customer, that would reasonably be expected to be material to the conduct of the Contractbusiness of the Company and its Subsidiaries as currently conducted, taken as a whole. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (xi)-(xiv) or (y) of the lead-in language in Section 3.9(a)5.8(c), whether or not set forth on Section 3.9(a) of the together with each Material Company Disclosure LetterLicense-In Agreement and Material Company License-Out Agreement, is referred to herein as a “Company Material Contract”.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to havebe material, individually or in the aggregate, to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole, (i) neither each Material Contract is enforceable against the Company nor any of in accordance with its Subsidiaries is (terms and, to the Knowledge of the Company, no each other party is) in default under any Company Material Contractthereto, (ii) each of the Company Material Contracts and is in full force and effect, and is the valid, binding and enforceable obligation of (ii) the Company and or its Subsidiaries, and on the one hand, and, to the Knowledge of the Company, of each other party to each Material Contract, on the other parties theretohand, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date it under the Company such Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect toContract, and, to the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (A) constitute such a violation or breach, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract, and (iv) as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice, or otherwise has Knowledge, (A) that any other party has threatened to terminateany Material Contract intends to terminate or request material changes in any Material Contract, or (B) of any Company material dispute related to any Material Contract. (c) As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract that (i) contains any provisions materially restricting the right of the Company or any of its Subsidiaries (A) to engage in any line of business, compete or transact in any business or with any Person or in any geographic area, or (B) to acquire any material product or other material asset or service from any other Person; (ii) grants exclusive rights to license, market, sell or deliver any Company Product; or (iii) contains any “most favored nation” or similar provisions in favor of the other party.

Material Contracts. (ai) Section 3.9(a) of the The Company Disclosure Letter sets forth a has made available to Parent true, correct and complete copies of, all Contracts and correct list as of the date of this Agreement, excluding any Contract that (x) is or relates other instruments to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current is a party or future rights, obligations or liabilities or to by which the Company or Company, any of its Subsidiaries or any of their respective properties or assets is subject: bound that (iA) Contract contain covenants that limit the ability of the Company or any of its Subsidiaries, or which, following the consummation of the Merger, could restrict the ability of Parent or any of its affiliates as of immediately prior to the Effective Time or the Surviving Corporation, to compete or operate in any business or with any Person or in any geographic area, or to sell, supply or distribute any service or product or to otherwise operate or expand its current or future businesses; (B) involve any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument; (C) relate to indebtedness for borrowed money, guarantees or similar obligations; (D) involve, since the Applicable Date, the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such contract in excess of $10 million (other than this Agreementacquisitions or dispositions of assets in the ordinary course of business, including acquisitions and dispositions of inventory); (E) relate to a material joint venture, partnership, limited liability or other similar agreement or arrangement; (F) by its terms calls for aggregate payments by the Company and its Subsidiaries or aggregate payments to the Company and its Subsidiaries under such Contract of more than $2 million over the remaining term of such Contract; (G) with respect to any acquisition by the Company or its Subsidiaries pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that is could result in payments in excess of $2 million; (H) involve any directors, executive officers or 5% stockholders of the Company; (I) involve any labor union or other employee organization, including any works council or foreign trade union or trade association; or (J) would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance promulgated by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the ContractSEC. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (xA) or through (yJ) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (bii) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received any written notice or claim of default under any Material Contract or any written notice of an intention to terminate, not renew or challenge the validity or enforceability of any Material Contract and (ii) each of the Material Contracts is (in full force and effect and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, thereto (except that such enforceability is subject to the General Enforceability Exceptions, (iii) the Company Bankruptcy and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material ContractEquity Exception).

Material Contracts. (a) All Contracts required to be filed as exhibits to the Company SEC Documents have been so filed in a timely manner. Except as set forth in Section 3.9(a3.17(a) of the Company Disclosure Letter sets forth a complete and correct list as of the date of this AgreementLetter, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which neither the Company or nor any of its Subsidiaries has any current is a party to, or future rightsbound by, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:the following (each, a “Company Material Contract”): (i) any Contract (other than this Agreement) that is required to be filed by the Company a “material contract” (as a material contract pursuant to such term is defined in Item 601(b)(10) of Regulation S-K of the SEC but is not so filedExchange Act); (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage any Contract relating to indebtedness for money borrowed or guaranteed indebtedness for money borrowed of any Person (other evidence of Indebtedness or agreement providing for Indebtedness than the Company and its Subsidiaries) in excess of Two Million Dollars ($100,0002,000,000); (iii) any Contract that (other than this AgreementA) for the sale restricts it from participating or competing in any line of business, market or geographic area or (B) grants any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice)exclusive rights to any Person; (iv) settlement any 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 joint venture, partnership or limited liability company, other than any such agreements or arrangements solely between or among the Company and/or its wholly owned Subsidiaries; (v) any collective bargaining agreement or similar other Contract to or with any labor union or other employee representative of a Governmental Entity group of employees; (Avi) involving future performance any employment, retention, severance, change in control or consulting agreement; (vii) any Contract, including any employment, retention, severance, change in control or consulting 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 between the Company and any of its Affiliates, other than any such Contract solely between or among the Company and/or its wholly owned Subsidiaries; (ix) any Material IP Contracts and other Major Properties Contracts; (x) any Contract relating to the disposition or acquisition by the Company or any of its Subsidiaries of assets or properties in excess of Two Million Dollars ($2,000,000), other than Material IP Contracts; (xi) any Contract the termination of their respective Affiliates which would reasonably be expected to have a Company Material Adverse Effect; or (including Parent and its Affiliates after the Effective Timexii) any other Contract that contains outstanding obligations in excess of Two Million Dollars ($2,000,000) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is otherwise material to the Company and its Subsidiariescondition (financial or otherwise), taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, properties, assets or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any results of its Subsidiaries upon notice operations of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time);. (xb) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers As of the Company or its Subsidiaries; and (xiii) other Contracts (other than date of this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company has made available to Parent true, correct and any complete copies of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiariesall Company Material Contracts. (c) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not Except as set forth or described on Section 3.9(a3.17(c) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (andnor, to the Knowledge of the Company, no any other party is) to a Company Material Contract, is in material breach or violation of, or in material default under under, any Company Material Contract, (ii) each with respect to either the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party to a Company Material Contracts Contract, no event has occurred or circumstance exists which would result in a material breach or violation of, or a material default under, any Company Material Contract (in each case, with or without notice or lapse of time or both) and (iii) each Company Material Contract is in full force valid and effect, and is the valid, binding and enforceable obligation on each of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect toas applicable, and, to the Knowledge of the Company, no each other party has threatened thereto and enforceable in accordance with its terms, subject to terminateapplicable bankruptcy, any 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 respect to each of the Company Material Contractand its Subsidiaries, as applicable and, to the Knowledge of the Company, each other party thereto. In the ordinary course of business, the Company and its Subsidiaries do not enter into Contracts providing for most favored customer pricing or similar terms to third parties.

Material Contracts. (a) Section 3.9(aSchedule 3.10(a) lists each of the following Contracts of the Company Disclosure Letter sets forth a complete and correct list as that are currently pending or in effect together with all Real Estate Leases listed in Section 3.9 of the date of this AgreementDisclosure Schedules, excluding any Contract that (x) is or relates to a Company Plancollectively, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:“Material Contracts”): (i) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filedIntentionally Omitted; (ii) indentureall agreements that relate to the sale of any Company’s assets, credit agreementother than in the ordinary course of business, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness consideration in excess of $100,0005,000; (iii) Contract all agreements that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (other than this Agreement) for the whether by merger, sale of any stock, sale of its assets after the date hereof (other than sales or otherwise), in each case involving amounts in excess of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice)$5,000; (iv) settlement agreement except for agreements relating to trade receivables, all agreements relating to indebtedness for borrowed money (including, without limitation, guarantees) of the Company, in each case having an outstanding principal amount in excess of $5,000; (v) all agreements between or similar Contract with a Governmental Entity among the Company on the one hand and Seller or any Affiliate of Seller (other than Company) on the other hand; (vi) relating to (A) involving future performance the employment or engagement or termination of employment or engagement of any Person as an employee, consultant, representative or agent by the Company which may not be terminated without penalty or any of its Subsidiaries or any of their respective Affiliates other obligation (including Parent and its Affiliates after any severance, termination or indemnification payment required under such Contract) by the Effective Time) Company; or (B) that restricts in the payment to any respect Person by the operations Company of any bonus, award, payment or conduct other remuneration of any kind which is contingent on a sale of the Company or any of its Subsidiaries assets or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), change in any such case, which is material to the Company and its Subsidiaries, taken as a wholecontrol; (vvii) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts limiting the ability of the Company to engage in any line of business or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect;Person; and (viii) all collective bargaining agreements or agreements with any Contractlabor organization, excluding any purchase order union or similar documentation that does not contain material terms of the relationship between the parties, that association to which theCompany is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contractparty.” (b) True The Company has delivered or made available to the Purchaser accurate and correct in all material respects complete copies of each of the Material Contracts. The Company is not in breach of, or default under, any Material Contract have been made available to Parent Contract, except for such breaches or publicly filed with the SEC prior to the date hereof. Except as defaults that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contract.

Material Contracts. (a) Section 3.9(a) of the Company Disclosure Letter sets forth a complete and correct list as of the date For purposes of this Agreement, excluding any Contract that (x) is or relates to a “Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or Material Contract” shall mean any of its Subsidiaries has any current or future rights, obligations or liabilities or the following to which the Company or any of its Subsidiaries or any of their respective properties or assets subsidiaries is subjecta party: (i) Contract “material contract” (other than this Agreement) that as such term is required to be filed by the Company as a material contract pursuant to Item defined in item 601(b)(10) of Regulation S-K of the SEC but is not so filedSEC); (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage contract or other evidence of instrument relating to Indebtedness for borrowed money or agreement providing for Indebtedness third-party financial guarantee with a principal amount in excess of $100,0005,000,000; (iii) Contract (contract, agreement or arrangement, other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventorycontracts, product or obsolete equipment agreements, arrangements and purchase orders entered into in the ordinary course of business consistent (which shall include those contracts, agreements, arrangements and purchase orders with past practicecustomers for the sale of inventory and related to the purchase of finished goods or raw materials); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by , under which the Company or any of its Subsidiaries subsidiaries is (A) subject to restrictions on the right of such person to compete with any person anywhere in the world in any material respect in connection with the marketing and sale of beauty and cosmetic products to retailers, (B) prevented from entering into any territory, market or geographic region, (C) grants “most favored nation” status to another person or includes a “take or pay” provision or (D) grants a right of exclusivity to any third party supplier, distributor or licensee, in each case of their respective Affiliates (including Parent and its Affiliates after the Effective TimeA), (B), (C) or (BD) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiariessubsidiaries, taken as a whole; (iv) contract or agreement relating to the formation, creation, ownership, operation, management or control of any partnership, joint venture, alliance or revenue or earnings sharing arrangement that is material to the Company and its subsidiaries taken as a whole; (v) contract entered into since June 30, 2014 providing for the disposition or acquisition of any Contract containing covenants binding upon assets, business or securities of any person (other than the Company) for an aggregate consideration in excess of $5,000,000, other than purchase orders related to the purchase of finished goods or raw materials or sale of inventory in the ordinary course of business; (vi) contract with any of the (A) ten (10) largest customers of the Company and its Subsidiariessubsidiaries (each, a “Major Customer”), as measured by the dollar value of goods or services sold since June 30, 2015 through the date of this Agreement, (B) ten (10) largest third-party manufacturers of the Company or its subsidiaries, (each, a “Major Manufacturer”), as measured by the dollar value of goods or services purchased since June 30, 2015 through the date of this Agreement, or any (C) Company’s material fragrance oil suppliers, in each case, other than contracts and purchase orders related to the purchase of their respective Affiliates finished goods or raw materials or sale of inventory in the ordinary course of business; (including Parent vii) license (inbound and its Affiliates after the Effective Time) that materially restricts the ability of outbound), sublicense, development agreement, or other contract, agreement or arrangement under which the Company or any of its Subsidiaries subsidiaries grants or such Affiliate receives the right to compete in use any businessIntellectual Property Rights (other than licenses for readily available commercial software and licenses that under their current terms will expire on or prior to December 31, 2016) that (A) involve the payment or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty receipt of amounts by the Company or any of its Subsidiaries upon notice subsidiaries of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement more than $5,000,000 in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, twelve month period or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses relate to product endorsements, sponsorships or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations promotional arrangements (including “earnout” celebrity product endorsements or other contingent sponsorships) and (y) involve the payment obligations) that would reasonably be expected to result in the receipt or making of amounts by the Company or any of its Subsidiaries subsidiaries of payments more than $5,000,000 in any twelve month period (collectively, the “License and Endorsement Agreements”), in each case, other than purchase orders related to the purchase of finished goods or raw materials or sale of inventory in the future ordinary course of business; (viii) contract providing for the Company or any of its subsidiaries to purchase all of its requirements for, or all of a third party’s output of, any product or service, or providing for the Company or any of its subsidiaries to sell all of its output of, or supply all of a third party’s requirements for, any product or service; (ix) any interest rate, currency or commodity swap, exchange commodity option or hedging contract, agreement, instrument or other arrangement with a remaining term in excess of ninety (90) days that is material to the Company and its subsidiaries, taken as a whole, or pursuant to which a termination payment in excess of $100,000 per annum 5,000,000 would be payable by or $500,000 during to the life Company or any of its subsidiaries were such hedge to be liquidated on the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause date of this Agreement; or (x) written license, sublicense or (y) other written contract, agreement or arrangement relating or pertaining to Red Door Spa that is material to the Company and its subsidiaries as a whole, taken as a whole, or, to the knowledge of the lead-in language in Section 3.9(a))Company, whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred material to herein as a “Company Material ContractRed Door Spa.” (b) True and correct in all material respects copies of each Each Company Material Contract have has been made available to Parent or publicly filed with the SEC prior to as of the date hereof. Except Neither the Company nor any subsidiary of the Company is in breach of or default under the terms of any Company Material Contract where such breach or default would have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such breach or default would have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is a valid and binding obligation of the Company and, to the knowledge of the Company, is in full force and effect, except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, ; provided that (i) neither the Company nor any of its Subsidiaries is (andsuch enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements, now or hereafter in effect, relating to the Knowledge of the Company, no other party is) in default under any Company Material Contract, creditors’ rights generally and (ii) each equitable remedies of the Company Material Contracts is in full force specific performance and effect, injunctive and is the valid, binding and enforceable obligation other forms of the Company and its Subsidiaries, equitable relief may be subject to equitable defenses and to the Knowledge discretion of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to court before which any proceeding therefor may be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contractbrought.

Material Contracts. (a) Section 3.9(a) For all purposes of the Company Disclosure Letter sets forth a complete and correct list as of the date of under this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject“Material Contract” shall mean: (i) Contract (other than this Agreement) any agreement that is would be required to be filed by the Company as a “material contract contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulations S-K under the SEC but is not so filedSecurities Act; (ii) indentureany employment or consulting Contract (in each case, credit agreementunder which the Company has continuing obligations as of the date hereof) with respect to any employee or consultant in the United States that either (A) is for a fixed term of employment or services (but in the case of consulting agreements, loan agreement, security agreement, guarantee, note, mortgage only if such fixed term exceeds 2 months) or other evidence of Indebtedness (B) provides for severance or agreement providing for Indebtedness termination payments in an amount in excess of $100,000the Company’s standard severance policy; (iii) any Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by limiting the Company freedom or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct right of the Company or any of its Subsidiaries to engage in any line of business, to make use of any material Intellectual Property or to compete with any Person in any line of their respective Affiliates (including Parent and its Affiliates after the Effective Time)business or in any location, in any such case, which is in a manner that would be material to the Company and its Subsidiaries, taken as a whole, or (B) containing exclusivity obligations or restrictions or otherwise prohibiting or limiting the freedom or right of the 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, or to exploit any material tangible or intangible property or assets, in any such case, in a manner that would be material to the Company and its Subsidiaries, taken as a whole; (viv) any Contract containing covenants binding upon (A) relating to the Companylicense, any of its Subsidiaries, disposition or any of their respective Affiliates acquisition (including Parent and its Affiliates after the Effective Timedirectly or indirectly) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws material amount of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements assets other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries(B) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected pursuant to result in the receipt or making by which the Company or any of its Subsidiaries of payments will acquire any material interest in any other Person, other business enterprise other than the future in excess of $100,000 per annum Company’s Subsidiaries or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) any real property, or (yC) for the acquisition or disposition of the leadany business containing any profit sharing arrangements or “earn-in language out” arrangements, indemnification obligations or other contingent payment obligations; (v) any Company Intellectual Property Agreements set forth in Section 3.9(a)), whether or not set forth on Section 3.9(a4.15(b) of the Company Disclosure Letter; (vi) any Contract that relates to the formation, creation, operation, management or control of any (A) joint venture or (B) partnership, collaboration, limited liability company, joint marketing, distribution or similar arrangement that, in the case of clause (B), is referred material to herein the Company and its Subsidiaries, taken as a whole, or pursuant to which the Company or any of its Subsidiaries has an obligation (contingent or otherwise) to make a material investment in or material extension of credit to any Person; (vii) any Contract or series of related Contracts for the purchase of materials, supplies, goods, services, equipment or other assets under which the Company and the Company’s Subsidiaries made payments of $1,000,000.00 or more during the twelve-month period ending on the Company Balance Sheet Date; (viii) any sales, distribution, agency or other similar agreement providing for the sale by the Company or any of the Company’s Subsidiaries of materials, supplies, goods, services, equipment or other assets that is with one of the 50 largest customers of the Company and its Subsidiaries, or one of the 20 largest resellers of the Company and its Subsidiaries, in each case determined by revenues received by the Company and its Subsidiaries on a consolidated basis during the fiscal year ended March 31, 2010; (ix) any agreement (including any “take-or-pay” or keepwell agreement) under which (A) any Person (other than the Company or any of the Company’s Subsidiaries) has directly or indirectly guaranteed any liabilities or obligations of the Company or any of the Company’s Subsidiaries or (B) the Company or any of the Company’s Subsidiaries has directly or indirectly guaranteed any liabilities or obligations of any other Person (other than the Company or any of the Company’s Subsidiaries), in each case of clauses (A) and (B), other than endorsements for the purpose of collection in the ordinary course of business; (x) any Government Contract under which the Company and the Company’s Subsidiaries made or received payments of $1,000,000.00 or more during the twelve-month period ending on the Company Balance Sheet Date; (xi) any Contract that involves or relates to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset) outside the ordinary course of business; and (xii) any Contract, or group of Contracts with a Person (or group of affiliated Persons), the termination or breach of which would have a Company Material ContractAdverse Effect and is not disclosed pursuant to clauses (i) through (xi) above.” (b) True and correct in all material respects copies Section 4.12(b) of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor Disclosure Letter contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party or is bound as of the date of this Agreement. As of the date hereof, true and complete copies of all Material Contracts (including all exhibits and schedules thereto) have been (i) publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC or (ii) made available to Parent. (c) Each Material Contract is valid and binding on the Company or each such Subsidiary of the Company party thereto) and, to the Knowledge of the Company, no each other party is) in default under any Company Material Contractthereto, (ii) each of the Company Material Contracts and is in full force and effect, and is enforceable against the valid, binding and enforceable obligation Company or each such Subsidiary of the Company party thereto in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and its Subsidiariesother similar laws affecting or relating to creditors’ rights generally and (ii) is subject to general principles of equity, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect tothat is a party thereto, andnor, to the Knowledge of the Company, no any other party has threatened to terminatethereto, is in material breach of, or material default under, any Company such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a material breach or material default thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto. (d) With respect to each Government Contract to which a U.S. federal Governmental Authority is a party or that is a Material Contract, to the Knowledge of the Company, (i) all representations and certifications executed, acknowledged or set forth in or pertaining to such Governmental Contract were complete and correct in all material respects as of their effective date, and the Company and Company’s Subsidiaries, as applicable, have complied in all material respects with all such representations and certifications; (ii) neither the United States government nor any prime contractor, subcontractor or other Person has notified the Company or any of the Company’s Subsidiaries that the Company or any of the Company’s Subsidiaries has materially breached or materially violated any material certification, representation, clause, provision or requirement, pertaining to such Government Contract. (e) To the Knowledge of the Company, neither the Company nor any of the Company’s Subsidiaries nor any of their respective directors, officers or employees is or has been under administrative, civil, or criminal investigation, or indictment or audit by any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract to which a U.S. federal Governmental Authority is a party or that is a Material Contract. Neither the Company nor any of Company’s Subsidiaries has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract to which a U.S. federal Governmental Authority is a party or that is a Material Contract. To the Knowledge of the Company, neither the Company nor any of the Company’s Subsidiaries nor any of their respective directors, officers or employees has been suspended or debarred from doing business with any Governmental Authority or is, or at any time has been, the subject of a finding of non-responsibility or ineligibility for contracting with any Governmental Authority.

Material Contracts. (a) Section 3.9(a) of the Company Disclosure Letter sets Except as set forth a complete in Schedule C.10 and correct list as of the date of this Agreementexcept for Contracts that do not constitute Boeing Contributed Assets or Boeing Assumed Liabilities, excluding any Contract that (x) is Boeing and its Subsidiaries, with respect to Boeing’s ELV Business, are not parties to or relates to a Company Plan, (y) relates exclusively to the BBGS Business otherwise bound by or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subjectsubject to: (i) any written employment, severance, consulting or sales representative Contract that contains an obligation (excluding commissions) to pay more than $50,000 per year, any collective bargaining agreement or other than this Agreement) agreement with a labor union or any other agreement that is required contains an obligation either to be filed by the Company as employ a material contract pursuant specified number of employees or to Item 601(b)(10) of Regulation S-K of the SEC but is not so filedmake a payment to any other Person in lieu thereof; (ii) indentureany Contract containing any covenant limiting the freedom of Boeing or any of its Subsidiaries, credit agreementin respect of Boeing’s ELV Business or the operations of Boeing’s ELV Business, loan agreementto compete with any Person in any geographic area in any material respect if such Contract will be binding on the Company after the Closing; (iii) any Contract requiring Boeing’s ELV Business to “take or pay” for a minimum number or volume of goods, security agreementor to purchase a minimum number or volume of goods used in the manufacture of ELV Systems in excess of requirements under applicable customer Contracts or otherwise guaranteeing any of the foregoing; (iv) any Contract in effect on the date of this Agreement relating to the disposition or acquisition of the assets of, guaranteeor any interest in, noteany business enterprise that relates to Boeing’s ELV Business other than in the ordinary course of business; (v) any Financial Support Arrangements; (vi) any indebtedness for borrowed money of Boeing’s ELV Business that would constitute a Boeing Assumed Liability if in existence on the Closing Date, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness with a principal amount in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract (it being understood that would prevent for purposes of this representation, a purchase order issued under an existing master agreement will not constitute a separate Contract) with a supplier, vendor, or materially delay the Company from performing its obligations under this Agreement subcontractor with an aggregate contract value in any material respectexcess of $10,000,000; (viii) any Contractteaming agreement or partnership, excluding any purchase order joint venture or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement;agreement; or (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as with a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time);foreign Governmental Authority. (xb) Schedule C.10 sets forth any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts Contract (other than this Agreement, purchase orders in the ordinary course of business consistent a Government Contract) with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected a customer to result in the receipt or making by the Company which Boeing or any of its Subsidiaries is a party or otherwise bound for the provision of payments in the future Launch Services using ELV Systems with an aggregate contract value in excess of $100,000 per annum 50,000,000. (c) Except as disclosed in Schedule C.10, each Contract disclosed in Schedule C.10 or $500,000 during Schedule C.07 is in full force and effect and constitutes a legal, valid and binding obligation of Boeing (or the life applicable Affiliated Transferor) enforceable against Boeing (or the applicable Affiliated Transferor) in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and subject to the Contract. Each limitations imposed by general equitable principles regardless of whether such Contract described enforceability is considered in clauses a proceeding at law or in equity), and Boeing (ior the applicable Affiliated Transferor) – (xiii) (that is not excluded pursuant in default and has not failed to clause (x) or (y) of the lead-in language in Section 3.9(a))perform any obligation thereunder, whether or not set forth on Section 3.9(a) of the Company Disclosure Letterand, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except knowledge of Boeing, there does not exist any event, condition or omission that would constitute a breach or default (whether by lapse of time or notice or both) by any other Person, except for any such default, failure or breach as would has not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material ContractEffect on Boeing’s ELV Business.

Material Contracts. (a) Except for the Original Merger Agreement, the Contracts filed as exhibits to the Company SEC Reports, and the Contracts listed in Subsections (i) through (xxi) of Section 3.9(a3.16(a) of the Company Disclosure Letter sets forth a complete and correct list Schedule, as of the date of this AgreementOriginal Execution Date, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject: (i) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct none of the Company or any of its Subsidiaries is a party to or bound by the following Contracts: (i) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to the formation, creation, operation, management or control of any Subsidiary of the Company or any other partnership, joint venture, strategic collaboration, global affiliation or business cooperation, limited liability company or similar arrangement; (iii) any Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person or any Contract relating to the making of any such loan, advance or investment for more than US$5,000,000; (iv) any Contract involving Indebtedness of the Company or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a wholeSubsidiaries of more than US$5,000,000; (v) any Contract containing covenants binding upon (including so called take-or-pay or keep-well agreements) under which any person (other than the Company, Company or any of its Subsidiaries, ) has directly or indirectly guaranteed Indebtedness of the Company or any of their respective Affiliates its Subsidiaries of more than US$5,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than US$5,000,000, other than a Permitted Encumbrances; (vii) any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (viii) any Contract for the acquisition, disposition, sale, transfer or lease (including Parent and leases in connection with financing transactions) of properties or assets of the Company or any of its Affiliates after the Effective TimeSubsidiaries that have a fair market value or purchase price of more than US$5,000,000 (by merger, purchase or sale of assets or stock or otherwise) entered into since December 31, 2014 or, if prior to that materially restricts date, have representations, warranties or indemnities that remain in effect or as to which claims are pending; (ix) any Contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute with amount in controversy greater than US$5,000,000; (x) any Contract involving a standstill or similar arrangement; (xi) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except industry or line of business; (xii) any Contract for the employment of any senior executive officer; (xiii) 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 person or assets that have a fair market value or purchase price of more than US$5,000,000; (xiv) any Contract (other than Contracts granting Company Options, or Company RSs) giving the other party the right to terminate such Contract that may as a result of the Original Merger Agreement, this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any payment in excess of US$5,000,000 to be canceled without penalty made by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, calendar year or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material the value of the outstanding receivables due to the Company and its Subsidiaries taken as under such Contract is in excess of US$5,000,000 in any calendar year; (xv) 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; (xvi) any Contract providing for (A) a wholelicense, covenant not to ▇▇▇ or that is material other right granted by any Third Party under any Intellectual Property to the Company or any of its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or Subsidiaries, (B) Contracts including non-exclusive licenses a license, covenant not to ▇▇▇ or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making right granted by the Company or any of its Subsidiaries to any Third Party under any Intellectual Property, (C) an indemnity of payments 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, in each case of clauses (A) through (D), other than agreements for off-the-shelf Software and such Contracts that are not material to business of the Group Companies, taken as a whole, and in each case of clauses (C) and (D), other than Contracts entered into by the Company and its Subsidiaries in the future ordinary course of business; (xvii) any Contract granting rights in excess respect of $100,000 per annum exclusivity, “most favored nation” or $500,000 during similar rights; (xviii) any Contract between or among the life Company or any of its Subsidiaries, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves payments of more than US$5,000,000 in any one year; (xix) each Control Agreement and any other any Contract which (A) provides the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a majority of the Contractequity interests (each, an “Operating Subsidiary”), (B) provides the Company or any of its Subsidiaries the right or option to purchase the equity interests in any Operating Subsidiary, or (C) transfers economic benefits from any Operating Subsidiary to any other Subsidiary of the Company; (xx) any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act (including those that would be required to be disclosed if the Form 20-F were filed as of the Original Execution Date); or (xxi) any other Contract which, if terminated, could reasonably be expected to result in a Company Material Adverse Effect. Each such Contract described in clauses (i) – to (xiiixxi) (and each such Contract that is would be a Material Contract if it had not excluded pursuant been filed as an exhibit to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, SEC Reports is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, : (i) neither each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against such Group Company in accordance with its terms, subject to the Bankruptcy and Equity Exception; (ii) 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 terms, subject to the Bankruptcy and Equity Exception; (iii) no Group Company nor any of its Subsidiaries is (and, to the Knowledge knowledge of the Company, no other party is) counterparty, is or is alleged to be in breach or violation of, or default under under, any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and ; (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge knowledge of the Company, no party has threatened person intends to terminate, terminate any Company Material Contract; and (v) none of the execution of the Original Merger Agreement, the execution of this Agreement or the consummation of any Transaction shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the rights of any Group Company under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto.

Material Contracts. (a) Section 3.9(aSchedule 3.10(a) of the Company Disclosure Letter sets forth a correct and complete and correct list as of the date following types of this AgreementContracts to which any Company Entity is a party or under which any Company Entity has material continuing Liabilities (collectively, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively and together with the leases related to the BBGS Business or (z) is filed as an exhibit to any Company SEC DocumentLeased Real Property listed on Schedule 3.09(a), of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:"Material Contracts"): (i) collective bargaining agreement or any other Contract (other than this Agreement) that is required to be filed by the Company as with a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filedlabor union or association representing any Business Employee; (ii) indenturebonus, credit agreementpension, loan agreementprofit sharing, security agreement, guarantee, note, mortgage retirement or other evidence form of Indebtedness or agreement providing for Indebtedness in excess of $100,000deferred compensation plan; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventoryequity purchase, product option or obsolete equipment in the ordinary course of business consistent with past practice)equity-based plan; (iv) settlement agreement other than with respect to the Options, any employment, change of control, severance, consulting or similar restrictive covenant Contract with a Governmental Entity any current or former (A) involving future performance by the officer, director or manager of any Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or Entity, (B) that restricts in any respect the operations or conduct Business Employee (other than employment Contracts terminable at will without any further obligation of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective TimeEntities), in any such case, which is material to the Company and its Subsidiaries, taken as a wholeor (C) individual independent contractor; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, as obligor or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate guarantor relating to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or lessIndebtedness; (vi) any Contract with respect to a joint venture or partnership formed under the laws guaranty of any applicable jurisdictionobligation for borrowed money; (vii) any Contract that would prevent under which it is lessee of, or materially delay holds or operates, any personal property owned by any other party, in each case, for which the Company from performing its obligations under this Agreement in any material respect;annual rental exceeds $150,000, or (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier AgreementLicenses-In and Licenses-Out; (ix) (A) distribution, sales representative, marketing or similar agreement relating to the distribution, marketing or advertising of any of the Products, and (B) any Contract that contains between any exclusivity rights Company Entity, on the one hand, and any manufacturers' agents, brokers or “most favored nations” provisions or minimum use or supply requirements that are material selling agents, on the other hand, pursuant to which any Company Entity makes commission payments, including the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time)Broker Agreements; (x) any Government ContractContract that obligates any Company Entity or any of their Affiliates to conduct business on an exclusive or preferential basis or that contains a "most favored nation" or similar covenant with any Person; (xi) any Related Party partnership or joint venture Contract; (xii) any Contract relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which any Company IP Agreements other than Entity has continuing obligations following the date hereof; (xiii) any Contract that limits, impedes, interferes with or restricts the ability of any Company Entity or any of their Affiliates to (A) Shrink-Wrap Licenses compete with any Person in a product line or line of business, (B) operate in any geographic location, (C) engage in any line of business, or (D) solicit for employment, hire or employ any Person; (xiv) any Contract that contains an exclusivity, requirements, "take or pay" or similar provision binding on any Company Entity; (xv) any Contract with a Governmental Authority, other than customer Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to purchase or under Company Intellectual Property sale orders entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; andbusiness; (xiiixvi) other any Contracts between or among any Company Entity on the one hand and Seller or any Affiliate of Seller (other than this Agreementany Company Entity) on the other hand; (xvii) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of any Company Entity; (xviii) any co-manufacturing Contract or supply Contract with a co-manufacturer; (xix) any Contract with a Material Customer, other than purchase orders entered into in the ordinary course of business consistent business; (xx) any Contract with past practicea Material Supplier; (xxi) any professional employer organization Contract; (xxii) other than Contracts with Material Customers and Material Suppliers, agreements between any Contract for the Company and any purchase for the purchase of its wholly owned Subsidiaries services or between any of the Company’s wholly owned Subsidiariesproducts providing for either (A) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making payments by the Company or any of its Subsidiaries of payments in the future in excess Entities of $100,000 per annum 1,000,000 or $500,000 during the life of the Contract. Each such Contract described more in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) any calendar year; or (yB) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of anticipated receipts by the Company Disclosure LetterEntities of $1,000,000 or more in any calendar year; and (xxiii) any Contract restricting in any material respect any Company Entity's use or ownership of any Company Intellectual Property Rights, is referred any Contract resolving any dispute concerning Intellectual Property Rights, and any Contract adversely affecting any Company Entity's exclusive ownership of any Company-Owned Intellectual Property Rights, including coexistence agreements, consent agreements, settlement agreements, joint development agreements, covenants not to herein as a “Company Material Contract▇▇▇, co-branding agreements, co-marketing agreements, and assignments, other than Licenses-In and Licenses-Out.” (b) True and correct in all material respects copies of each The Company Material Contract have been has made available to Parent or publicly filed with the SEC prior Purchasers a correct and complete copy of each Material Contract. Each Material Contract and other material Contract to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under which any Company Material Contract, (ii) each of the Company Material Contracts Entity is a party is in full force and effect, effect and is the valida legal, valid and binding and enforceable obligation of the applicable Company Entity, enforceable in accordance with its respective terms against the applicable Company Entity and, to Seller's Knowledge, each other party to such Material Contract or other material Contact, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors' rights and its Subsidiariesgeneral principles of equity affecting the availability of specific performance and other equitable remedies. There is no existing material default or material breach by any Company Entity under any Material Contract or other material Contract to which any Company Entity is a party (or, and to the Knowledge Seller's Knowledge, event or condition that, with or without notice or lapse of the Companytime or both, could constitute such a material default or material breach) and, to Seller's Knowledge, there is no such default or breach (or event or condition that, with or without notice or lapse of the time or both, could constitute a default or breach) with respect to any other parties theretoparty to any Material Contract or other material Contract to which any Company Entity is a party. To Seller's Knowledge, subject there has not been any notice or threat to the General Enforceability Exceptionsterminate any Material Contract or any other material Contract to which any Company Entity is a party. To Seller's Knowledge, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not no event has occurred which (with or without the notice or lapse of time or the giving both) permits any termination, modification or acceleration of noticepayment, or bothrequires any payment, under any Material Contract or any other material Contract to which any Company Entity is a party. (c) in breach thereunder Schedule 3.10(c) sets forth a correct and (iv) neither the complete list of each loan, application for assistance or stimulus payment that any Company nor any of its Subsidiaries Entity has received or for which any notice of termination with respect to, and, Company Entity has applied pursuant to the Knowledge Paycheck Protection Program loan, Economic Stabilization Fund loan or other United States Small Business Administration loan relating to COVID-19 (collectively, the "COVID-19 Assistance"). All certifications, representations and indications made by or on behalf of such Company Entity to any Person, including any Governmental Authority, in connection with the Company, no party has threatened to terminate, any Company Material ContractCOVID-19 Assistance were correct and complete in all respects when made and were prepared in compliance in all material respects with all applicable Laws.

Material Contracts. (a) Section 3.9(a3.13(a) of the Company Disclosure Letter sets forth a complete and correct list as Schedule lists each of the date following Contracts to which any member of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company Group is a party, or any is otherwise bound (all Contracts listed or otherwise required to be listed on Section 3.13(a) of its Subsidiaries has any current the Disclosure Schedule, or future rightsotherwise disclosed in Section 3.17(b) of the Disclosure Schedule and all Contracts relating to Intellectual Property set forth in Section 3.14(b) of the Disclosure Schedule, obligations or liabilities or to which and the Company or any of its Subsidiaries or any of their respective properties or assets is subject:Incidental Outbound Licenses, Incidental Inbound Licenses and Standard Employee Invention Agreements, collectively being “Material Contracts”): (i) Contract all Contracts, proposals or other agreements with any (other than this AgreementA) customer or client that is required requires any Person to be filed by make payments to any member of the Company as a material contract pursuant Group equal to Item 601(b)(10more than Fifty Thousand Dollars ($50,000.00) of Regulation S(including all Contracts with Material Customers) in any twelve-K month period, or (B) supplier or vendor that requires any member of the SEC but is not so filedCompany Group to make payments to any Person equal to more than Fifty Thousand Dollars ($50,000.00) in any twelve-month period (including all Contracts with Material Suppliers); (ii) indentureall partnership, credit agreement, loan agreement, security agreement, guarantee, note, mortgage joint venture or other evidence agreements relating to the development, support or marketing of Indebtedness or agreement providing for Indebtedness in excess of $100,000any Company Services and Products; (iii) Contract (other than this Agreement) all Contracts for the sale of any property or assets of its any member of the Company Group or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any property or assets after of any member of the Company Group (including such Contracts that relate to the acquisition or disposition of all or any portion of the Business or Equity Securities), in each case in respect of property or assets with a value as of the date hereof in excess of Fifty Thousand Dollars (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice$50,000.00); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent all broker, distributor, dealer, representative, franchise, agency, sales promotion, market research, marketing consulting and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a wholeadvertising Contracts; (v) all Labor Agreements; (vi) all Contracts with the Employees, directors, and officers of each member of the Company Group who receive a base annualized compensation equal to or greater than Fifty Thousand Dollars ($50,000.00), including but not limited to any Contract containing covenants binding offer letters, employment or other engagement agreements, severance agreements, retention agreements, change of control agreements, restrictive covenant agreements (including noncompetition or non-solicitation agreements) or similar agreements (other than Contracts listed in Section 3.19(a) of the Disclosure Schedule and other than offer letters, employment agreements and similar engagement agreements for “at will” services that do not provide for severance benefits); (vii) all Contracts with independent contractors, advisors or consultants (or similar arrangements) or such Persons performing services principally for any member of the Company Group, which (A) either (x) provides for base annualized compensation equal to or greater than Fifty Thousand Dollars ($50,000.00) or (y) may not be terminated by the applicable member of the Company Group upon thirty (30) days or less advance notice and without payment of any penalty or severance, or (B) provides for any grant of any compensation or benefits, or any acceleration of any vesting period, following a change in control of the Company, whether alone or in conjunction with any of its Subsidiaries, or any of their respective Affiliates other event; (viii) all Contracts relating to Indebtedness (including Parent guarantees); (ix) all Contracts pursuant to which current Employees and its Affiliates after former employees of any member of the Effective TimeCompany Group assigned to the applicable Company Group member any ownership interest and right they may have had in the Owned IP or Intellectual Property Registrations (other than Standard Employee Invention Agreements); (x) all Contracts with any Governmental Authority; (xi) all Contracts that materially restricts limit or purport to limit the ability of any member of the Company or any of its Subsidiaries or such Affiliate Group to compete in any business, line of business or with any Person or in any geographic areaarea or during any period of time, except for including any such Contract that may be canceled without penalty by Contracts which contain non-competition, non-solicitation, most-favored nations pricing, exclusivity, minimum volume requirement, guaranteed pricing or other similar restrictive provisions restricting the operations of any member of the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement Group in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contractway; (xii) all Contracts with any Company IP Agreements other than (A) Shrink-Wrap Licenses Material Customer or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; andMaterial Supplier; (xiii) except as contemplated by the proposed transaction, all Contracts relating to the acquisition of any business (whether by merger, sale of equity, sale of assets or otherwise) or Equity Securities of any other Person during the past three (3) years or pursuant to which any member of the Company Group has any material outstanding obligation or Liability; (xiv) all Contracts under which any member of the Company Group is a lessor or lessee of any tangible personal property, in each case, involving annual rental payments in excess of Twenty-Five Thousand Dollars ($25,000); (xv) all Contracts, including Contracts with any Governmental Authorities, that are settlements, conciliations, or similar agreements pursuant to which any member of the Company Group will have any outstanding obligations (other than customary confidentiality obligations) after the date of this Agreement; or (xvi) all Contracts with any current officer, purchase orders in the ordinary course director or manager of business consistent with past practice, agreements between any member of the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company Group or any Affiliates of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses Company Group member (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not other than as set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract3.13(a)(vi)).” (b) True and correct in all material respects copies of each The Company Material Contract have been has heretofore made available to Parent or publicly filed Buyer true and correct copies of all Material Contracts, together with all material amendments, exhibits, attachments and waivers thereto. Each Material Contract is valid and binding on the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each member of the Company Group that is a party to such Material Contracts Contract in accordance with its terms and (assuming due authorization, execution and delivery by the counterparty thereto) is in full force and effect, and is the valid, binding and enforceable obligation . No member of the Company and its SubsidiariesGroup is, and nor is, to the Knowledge Company’s Knowledge, any other party thereto, in breach of or default under any Material Contract. No member of the Company Group has, nor has, to the Company’s Knowledge, of the any other parties party thereto, subject provided or received any written notice of any intention to terminate or not renew any Material Contract. To the General Enforceability ExceptionsCompany’s Knowledge, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (no event or circumstance has occurred that, with notice or without the 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 giving acceleration or other changes of noticeany right or obligation or the loss of any benefit thereunder. There are no disputes pending, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company’s Knowledge, no party has threatened to terminate, under any Company Material Contract.

Material Contracts. (a) Section 3.9(a) 2.14 of the Company Disclosure Letter Schedule sets forth a list of, and the Company has made available to Parent, true, correct and complete copies of, each written contract, agreement, commitment, arrangement, lease, license, permit or plan and correct list each other instrument to which the Company is a party or by which the Company is bound as of the date of this Agreementhereof (each, excluding any Contract that a “Company Material Contract”) that: (xi) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(athe Company Financials for the year ended December 31, 2011; (ii) would be required to be disclosed if the Company were a reporting company under which the Exchange Act; (iii) contains covenants that materially limit the ability of the Company (or which, following the consummation of the Merger, could materially restrict the ability of the Surviving Company or any of its Subsidiaries has affiliates): (A) to compete in any current line of business or future rights, obligations with any Person or liabilities in any geographic area or to which the Company sell, supply, price, develop or distribute any of its Subsidiaries or any of their respective properties or assets is subject: (i) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventoryservice, product or obsolete equipment asset, including any non-competition covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an interest in any other entity, except, in each case, for any such contract that may be canceled without any penalty or other liability to the ordinary course Company upon notice of business consistent with past practice)60 days or less; (iv) settlement involves any joint venture, partnership, limited liability or other similar agreement or similar Contract with a Governmental Entity (A) involving future performance by arrangement relating to the Company formation, creation, operation, management or control of any of its Subsidiaries partnership or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) joint venture that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiariesbusiness of the Company, taken as a whole; (v) involves any Contract containing covenants binding upon the Companyexchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or contract, based on any commodity, security, instrument, asset, rate or index of its Subsidiariesany kind or nature whatsoever, whether tangible or any of their respective Affiliates (intangible, including Parent currencies, interest rates, foreign currency and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or lessindices; (vi) relates to Indebtedness (whether incurred, assumed, guaranteed or secured by any Contract with respect to a joint venture or partnership formed under the laws asset) having an outstanding principal amount in excess of any applicable jurisdiction$100,000; (vii) any Contract that would prevent or materially delay was entered into by the Company from performing its obligations under this Agreement and has not yet been consummated, and involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of a substantial amount of the assets or capital stock or other equity interests of another Person, other than the acquisition or disposition of assets in any material respectthe ordinary course of business; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material by its terms calls for aggregate payments by the Company under such contract of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreementmore than $100,000; (ix) any Contract that contains any exclusivity rights is a “repo” contract, agreement, understanding or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time)arrangement; (x) with respect to any Government Contract; material agreement for the acquisition or disposition, directly or indirectly (xi) any Related Party Contract; (xii) any by merger or otherwise), of a substantial amount of the assets or capital stock or other equity interests of another Person, pursuant to which the Company IP Agreements other than has: (A) Shrink-Wrap Licenses any continuing indemnification obligations or (B) Contracts including nonany “earn-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnoutout” or other contingent payment obligations; (xi) involves any managers, directors, executive officers or key employees of the Company that would reasonably cannot be expected to result in the receipt or making cancelled by the Company within 60 days’ notice without liability, penalty or any of its Subsidiaries of payments in premium; (xii) obligates the future Company to provide indemnification or a guarantee in excess of $100,000 per annum 100,000; (xiii) obligates the Company to make any capital commitment or $500,000 during capital expenditure (including pursuant to any joint venture); (xiv) relates to the life development, ownership, licensing or use of any Intellectual Property material to the business of the Company, other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for software commercially available on reasonable terms to the public generally (collectively, “Off-the-Shelf Software Agreements”); or (xv) provides for any confidentiality or standstill arrangements. (b) With respect to each Company Material Contract. Each such Contract described in clauses : (i) – each Company Material Contract is legal, valid, binding and enforceable in all material respects against the Company and, to the Company’s knowledge, the other party thereto, and in full force and effect (xiiiexcept as such enforcement may be limited by the Enforceability Exceptions); (ii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language except as set forth in Section 3.9(a)), whether or not set forth on Section 3.9(a) 2.6 of the Company Disclosure LetterSchedule, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies the consummation of each the transactions contemplated by this Agreement will not affect the terms, validity or enforceability of such Company Material Contract have been made available to Parent or publicly filed with against the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Surviving Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge Company’s knowledge, the other party thereto; (iii) the Company is not in breach or default in any material respect, and no event has occurred which, with the passage of time or giving of notice or both, would constitute such a breach or default by the Company, no or permit termination or acceleration by the other party is) in default party, under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder ; and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge Company’s knowledge, no other party to any Company Material Contract is in breach or default in any material respect, and no event has occurred which, with the passage of time or giving of notice or both, would constitute such a breach or default by such other party, or permit termination or acceleration by the Company, no party has threatened to terminate, any under such Company Material Contract.

Material Contracts. (a) Section 3.9(a3.7(a) of the Company Data443 Disclosure Letter Schedules sets forth a complete and correct list of the following Contracts to which a Group Company is, as of the date of this Agreement, excluding any a party (each Contract required to be set forth on Section 3.7(a) of Data443 Disclosure Schedules, together with each of the Contracts entered into after the date of this Agreement that (xwould be required to be set forth on Section 3.7(a) is or relates to a Company Plan, (y) relates exclusively of Data443 Disclosure Schedules if entered into prior to the BBGS Business or (z) is filed as an exhibit to any Company SEC Documentexecution and delivery of this Agreement, of each Contract described in this Section 3.9(a) under which collectively, the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:“Material Contracts”): (i) any Contract relating to Indebtedness of any Group Company or to the placing of a Lien (other than this Agreementany Permitted Lien) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) on any assets or properties of Regulation S-K of the SEC but is not so filedany Group Company; (ii) indentureany Contract under which any Group Company is lessee of or holds or operates, credit agreementin each case, loan agreementany tangible property (other than real property), security agreementowned by any other Person; (iii) any Contract under which any Group Company is lessor of or permits any third party to hold or operate, guaranteein each case, noteany tangible property (other than real property), mortgage owned or controlled by such Group Company; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co- promotion, commercialization or research or development Contract, and (B) any Contract with respect to Data443 Licensed Intellectual Property (other evidence than any Contract of Indebtedness the type described in clauses (A) through (C) of Section 3.13 (c)); (v) any Contract that (A) limits or agreement providing for Indebtedness purports to limit the freedom of any Group Company 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, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of any Group Company to sell, manufacture, develop, commercialize, test or research products or services, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by any Group Company in an amount in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent requiring any Group Company to guarantee the Liabilities of any Person (other than Data443 or materially delay a Subsidiary thereof) or pursuant to which any Person (other than Data443 or a Subsidiary) has guaranteed the Company from performing its obligations under this Agreement in any material respectLiabilities of a Group Company; (viii) any ContractContract under which any Group Company has, excluding directly or indirectly, made or agreed to make any purchase order or similar documentation that does not contain material terms of the relationship between the partiesloan, that is (A) a Material Customer Agreementadvance, or (B) a Material Supplier Agreementassignment of payment to any Person or made any capital contribution to, or other investment in, any Person; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material required to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time)be disclosed on Section 3.19 of Data443 Disclosure Schedules; (x) any Government ContractContract with any Person (A) pursuant to which any Group Company (or Parent or any of its Affiliates after the Closing) may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which any Group Company grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any Company Product, service of any Group Company or any Intellectual Property Rights; (xi) any Related Party ContractContract for the disposition of any portion of the assets or business of any Group Company or for the acquisition by any Group Company of the assets or business of any other Person (other than acquisitions or dispositions made in the ordinary course of business), or under which any Group Company has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation; (xii) any Company IP Agreements other than settlement, conciliation or similar Contract (A) Shrink-Wrap Licenses or the performance of which would be reasonably likely to involve any payments after the date of this Agreement, (B) Contracts including with a Governmental Entity or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-exclusive licenses monetary obligations on any Group Company (or other non-exclusive grants by Parent or any of its Affiliates after the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its SubsidiariesClosing); and (xiii) other any Contract with potential or actual referral sources to which a Group Company is a party; (xiv) any Contracts providing for remuneration to a physician (other than this Agreementor such physician’s immediate family member, purchase orders in each as defined by the ordinary course of business consistent with past practice, agreements between S▇▇▇▇ Law) who refers designated health services (as defined by the Company and any of its wholly owned Subsidiaries or between S▇▇▇▇ Law) to any of the Company’s wholly owned SubsidiariesGroup Companies; (xv) that contain obligations any Contract between a Group Company and a third-party payor, including health insurers and employer health plans; (including “earnout” xvi) any employment or consulting Contract with any officer, director, employee, individual independent contractor or other contingent payment obligationsservice provider providing for an annual compensation in excess of $100,000; (xvii) that would reasonably be expected any Contract providing for a cash bonus, equity award, or other compensation payable or accruing to result any officer, director, employee, individual independent contractor or other service provider of a Group Company in the receipt or making by the event of a change-of-control of any Group Company or the termination of employment of any officer, director, employee, individual independent contractor or other service provider of its Subsidiaries a Group Company; (xviii) any collective bargaining agreement or other Contract with any labor union; and (xix) any other Contract the performance of which requires either (A) annual payments in the future to or from any Group Company in excess of $100,000 per annum or (B) aggregate payments to or from any Group Company in excess of $500,000 during 1,000,000 over the life of the Contract. Each such Contract described agreement and, in clauses each case, that is not terminable by the applicable Group Company without penalty upon less than thirty (30) days’ prior written notice. (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Each Material Contract have been made available to Parent or publicly filed with is valid and binding on the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a applicable Group Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge knowledge of Data443, the Companycounterparty thereto, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts and is in full force and effect, effect and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iiiii) the applicable Group Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge knowledge of Data443, the Companycounterparties thereto are not in breach of, no party has threatened to terminateor default under, any Company Material Contract.

Material Contracts. (a) Section 3.9(a3.7(a) of the Company Disclosure Letter Schedules sets forth a complete and correct list of the following Contracts to which a Group Company is, as of the date of this Agreement, excluding any a party (each Contract required to be set forth on Section 3.7(a) of the Company Disclosure Schedules, together with each Contract entered into after the date of this Agreement that (xwould be required to be set forth on Section 3.7(a) is or relates to a of the Company Plan, (y) relates exclusively Disclosure Schedules if entered into prior to the BBGS Business or (z) is filed as an exhibit to any Company SEC Documentexecution and delivery of this Agreement, of each Contract described in this Section 3.9(a) under which collectively, the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:“Material Contracts”): (i) any Contract relating to Indebtedness of any Group Company in excess of $500,000 or to the placing of a Lien (other than this Agreementa Permitted Lien) that is required to be filed by the Company as a on any material contract pursuant to Item 601(b)(10) assets or properties of Regulation S-K of the SEC but is not so filedany Group Company; (ii) indentureany Contract under which any Group Company is lessee of or holds or operates, credit agreementin each case, loan agreementany tangible property (other than real property), security agreementowned by any other Person, guarantee, note, mortgage or other evidence of Indebtedness except for any lease or agreement providing for Indebtedness in excess of under which the aggregate annual rental payments do not exceed $100,00050,000; (iii) any Contract under which any Group Company is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than this Agreement) real property), owned or controlled by such Group Company, except for any lease or management agreement under which the sale of any of its assets after the date hereof (other than sales of inventory, product annual rental payments or obsolete equipment in the ordinary course of business consistent with past practice)management fee payments do not exceed $25,000; (iv) settlement agreement any corporate joint venture, profit-sharing, partnership or other similar Contract with a Governmental Entity (A) involving future performance pertaining to more than one particular site operated by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective TimeGroup), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) (A) any Contract containing covenants binding upon that (1) limits or purports to limit, in any material respect, the Company, freedom of any of its Subsidiaries, Group Company to engage or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, line of business or with any Person or in any geographic areaarea or that would so limit or purport to limit, except for in any such Contract that may be canceled without penalty by material respect, the operations of any Group Company (including Bannix or any of its Subsidiaries upon notice their respective Affiliates after the Closing) or (2) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions, or (B) any Contract, other than leases for real property, that contains any other provisions restricting or purporting to restrict the ability of 60 days any Group Company to sell or lessdevelop, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit, in any material respect, any Group Company (including Bannix or any of their respective Affiliates after the Closing); (vi) any Contract with respect to a joint venture Contract, other than leases for real property, requiring any future capital commitment or partnership formed under capital expenditure (or series of capital expenditures) by any Group Company in an amount in excess of (A) $50,000 annually or (B) $100,0000 over the laws life of any applicable jurisdictionthe agreement; (vii) any Contract that would prevent or materially delay requiring any Group Company to guarantee the Liabilities of any Person (other than the Company from performing its obligations under this Agreement or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a Group Company, in any material respecteach case in excess of $50,000; (viii) any ContractContract under which any Group Company has, excluding directly or indirectly, made or agreed to make any purchase order or similar documentation that does not contain material terms of the relationship between the partiesloan, that is (A) a Material Customer Agreementadvance, or assignment of payment to any Person (Bother than the Company or a Subsidiary) or made any capital contribution to, or other investment in, any Person (other than the Company or a Material Supplier AgreementSubsidiary), in each case in excess of $50,000; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material required to be disclosed on Section 3.19 of the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time)Disclosure Schedules; (x) any Government Contract, other than leases for real property, with any Person (A) pursuant to which any Group Company (including Bannix or any of their respective Affiliates after the Closing) may be required to pay “earn-out”, milestones, royalties or other contingent payments or (B) under which any Group Company grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any Company Product or any Intellectual Property Rights; (xi) any Related Party ContractCBA, or any Contract (A) governing the terms of, or otherwise related to, the employment, engagement or services of any current director, manager, officer, employee, worker, individual independent contractor or other service provider of a Group Company whose annual base salary (or, in the case of an independent contractor, annual base compensation) is in excess of $25,000, (B) with a temporary or leasing agency, labor contractor or professional employer organization (“PEO”), or (C) providing for any Change of Control Payment of the type described in clause (a) of the definition thereof; (xii) any Contract for the disposition of any portion of the assets or business of any Group Company IP Agreements or for the acquisition by any Group Company of the assets or business of any other Person (other than (A) Shrink-Wrap Licenses acquisitions or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into dispositions made in the ordinary course of business consistent business), or under which any Group Company has any continuing obligation with past practice with customers of the Company respect to an “earn-out”, contingent purchase price or its Subsidiaries; andother contingent or deferred payment obligation; (xiii) other Contracts any settlement, conciliation or similar Contract (other than A) the performance of which would be reasonably likely to involve payment in excess of $25,000 after the date of this Agreement, purchase orders (B) with a Governmental Entity and of a value in excess of $25,000 or (C) that imposes or is reasonably likely to impose, at any time in the ordinary course of business consistent with past practicefuture, agreements between the any material, non-monetary obligations on any Group Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company Bannix or any of its Subsidiaries their respective Affiliates after the Closing); (xiv) any other Contract, other than leases for real property, the performance of which requires either (A) annual payments in the future to or from any Group Company in excess of $100,000 per annum or (B) aggregate payments to or from any Group Company in excess of $500,000 during 250,000 over the life of the Contract. Each such agreement and, in each case, that is not terminable by the applicable Group Company without penalty upon less than thirty (30) days’ prior written notice; (xv) any (A) license, royalty, indemnification, covenant not to sue, escrow, co-existence, concurrent use, consent to use or other Contract relating to any Intellectual Property Rights of a value in excess of $25,000 per annum (including any Contracts relating to the licensing of Intellectual Property Rights by any Group Company to a Third Party or by a Third Party to any Group Company) and (B) other Contracts of a value in excess of $25,000 per annum affecting any Group Company’s ability to own, enforce, use, license or disclose any Intellectual Property Rights or providing for the development or, acquisition of any Intellectual Property Rights (including any Data), other than Off-the-Shelf-Software licenses; and (xvi) any legally binding commitment to enter into any Contract of the type described in clauses subsections (i) – through (xiii) (that is not excluded pursuant to clause (x) or (yxv) of this Section 3.7(a). (i) Each Material Contract is valid and binding on the lead-applicable Group Company and, to the Company’s knowledge, the counterparties thereto, and is in language full force and effect and enforceable in Section 3.9(a)accordance with its terms against such Group Company and, to the Company’s knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), whether (ii) the applicable Group Company and, to the Company’s knowledge, the counterparties thereto are not in material breach of, or not set forth on Section 3.9(a) of the Company Disclosure Letterdefault under, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company any Material Contract have been made available to Parent or publicly filed with the SEC prior and (iii) to the date hereof. Except as Company’s knowledge, no event has occurred that (with or without due notice or lapse of time or both) would not reasonably be expected result in a breach of, or default under, any Material Contract by the applicable Group Company or, to havethe Company’s knowledge, the counterparties thereto that would be, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, material to the Knowledge Group Companies, taken as a whole. No Group Company has received written notice of the Companyintention of any counterparty to any Material Contract to cancel, no other party is) terminate or modify in default under any Company material respect the terms of any such Material Contract, (ii) each or materially accelerate the obligations of any Group Company thereunder. The Company has made available to Bannix true and complete copies of all Material Contracts in effect as of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contracthereof.

Material Contracts. (a) Section 3.9(aSchedule 4.12(a) of the Company Disclosure Letter sets forth a true, correct and complete list of, and the Company has made available to SPAC (including written summaries of oral Contracts), true, correct list as of the date of this Agreementand complete copies of, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under to which the any LLP Company is a party or by which any LLP Company, or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subjectare bound (each Contract required to be set forth on Schedule 4.12(a), a “Company Material Contract”) that: (i) Contract contains covenants that limit in any material respect the ability of any LLP Company (A) to compete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an interest in any other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filedPerson; (ii) indenturerelates to the formation, credit agreementcreation, loan agreementoperation, security agreementmanagement or control of any joint venture, guaranteeprofit-sharing, notepartnership, mortgage limited liability company or other evidence similar agreement or arrangement relating to the formation, creation, operation, management or control of Indebtedness any partnership or agreement providing for Indebtedness in excess of $100,000joint venture; (iii) Contract involves any exchange-traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices; (iv) evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any LLP Company having an outstanding principal amount in excess of $250,000; (v) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $250,000 (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the shares or other equity interests of any LLP Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or lessanother Person; (vi) relates to any Contract merger, consolidation or other business combination with respect to a joint venture any other Person or partnership formed under the laws acquisition or disposition of any applicable jurisdictionother entity or its business or material assets or the sale of any LLP Company, its business or material assets; (vii) any by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the LLP Companies under such Contract that would prevent or materially delay Contracts of at least $250,000 per year or $500,000 in the Company from performing its obligations under this Agreement in any material respectaggregate; (viii) is with any Contract, excluding any purchase order Top Customer or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier AgreementTop Vendor; (ix) any Contract obligates the LLP Companies to provide continuing indemnification (excluding Contracts executed principally with respect to another subject matter that contains any exclusivity rights contain, as part thereof, customary indemnification provisions) or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a wholeguarantee of obligations of a third party, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates in either case, after the Effective Time)date hereof in excess of $250,000; (x) is between any Government Contract; (xi) LLP Company and any directors, officers or employees of an LLP Company, or any Related Party Contract; Person (xii) any Company IP Agreements other than (A) Shrinkat-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company will employment, assignment of rights in, to or under Company Intellectual Property or confidentiality arrangements with employees entered into in the ordinary course of business business, consistent with past practice with customers practice), including all non-competition, severance and indemnification agreements; (xi) obligates the LLP Companies to make any capital commitment or expenditure in excess of $250,000 (including pursuant to any joint venture); (xii) relates to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any LLP Company or its Subsidiaries; andhas outstanding obligations (other than customary confidentiality obligations); (xiii) other Contracts provides another Person (other than this Agreementanother LLP Company or any manager, purchase orders in director or officer of any LLP Company) with a power of attorney; or (xiv) is otherwise material to any LLP Company and outside of the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract not described in clauses (i) – through (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of With respect to each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Contract: (i) neither such Company Material Contract is valid and binding and enforceable in all respects against the LLP Company nor any of its Subsidiaries is (party thereto and, to the Knowledge of the Company, no each other party is) in default under any Company Material Contractthereto, (ii) each of the Company Material Contracts and is in full force and effecteffect (except, and is in each case, as such enforcement may be limited by the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, ); (iiiii) the no LLP Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) is in breach thereunder and (iv) neither the Company nor or default, in any of its Subsidiaries has received any notice of termination with respect tomaterial respect, and, to the Knowledge of the Company, no event has occurred that with the passage of time or giving of notice or both would constitute a material breach or default by any LLP Company, or permit termination or acceleration by the other party thereto, under such Company Material Contract; (iii) to the Knowledge of the Company, no other party to such Company Material Contract is in breach or default in any material respect, and no event has threatened occurred that with the passage of time or giving of notice or both would constitute such a material breach or default by such other party, or permit termination or acceleration by any LLP Company, under such Company Material Contract; (iv) no LLP Company has received written or, to terminatethe Knowledge of the Company, oral notice of an intention by any party to any such Company Material Contract to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course of business that do not adversely affect the LLP Companies, taken as a whole, in any material respect; and (v) no LLP Company has waived any material rights under any such Company Material Contract.

Material Contracts. (a) Except as set forth in Section 3.9(a3.08(a) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries is party to or otherwise bound by: (i) any Contract that provides for the payment to or from the Company or any of its Subsidiaries of more than Five Thousand U.S. Dollars ($5,000) per year (other than any Contract described below in this Section 3.08); (ii) any Contract that requires the Company or any of its Subsidiaries to purchase its total requirements of any product or service from a Third Party or that contain “take or pay” provisions; (iii) any Contract that provides for the indemnification by the Company of any Person or the assumption of any environmental or other Liability of any Person (other than such customary indemnification and assumption of Liability provisions as are present in commercial agreements with customer and vendors entered into in the ordinary course of business); (iv) any merger, acquisition, consolidation, sale or other business combination or divestiture transaction Contracts; (v) any broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; (vi) other than in the ordinary course of business with regard to employees located outside of the United States whose employment agreements contain termination provisions required by applicable Law, any employment, change in control, severance or retention agreement for the benefit of employees that is not terminable by the Company or any of its Subsidiaries, as applicable, at will and without Liability; (vii) (i) any Contract relating to the Indebtedness (including, without limitation, guarantees) of the Company Disclosure Letter sets forth or any of its Subsidiaries and (ii) any Indebtedness relating to deferred revenue whether or not pursuant to a complete and correct list as Contract; (viii) any Contract with any Governmental Authority; (ix) any obligation which purports to limit or restrict in any respect (A) the ability of the date Company or any of this Agreementits Subsidiaries to solicit customers or employees, excluding or (B) the manner in which, or the localities in which, all or any portion of the business and operations of the Company or any of its Subsidiaries may be conducted; (x) any Contract that provides for any joint venture, partnership or similar arrangement, including any share of revenues, profits, losses, costs or liabilities; (xxi) any Contract with its Affiliates (other than in the ordinary course of business); (xii) any collective bargaining agreements or Contracts with any Union; (xiii) any Contract with a Material Supplier; (xiv) any agreement pursuant to which any other party is granted exclusive rights or relates to a Company Plan, (y) relates exclusively to the BBGS Business “most favored party” rights of any type or (z) is filed as an exhibit scope with respect to any products, technology, intellectual property or business of the Company SEC Documentor any of its Subsidiaries, or containing any non-competition covenants restricting the business activities of each the Company or any of its Subsidiaries; (xv) any Contract described in this Section 3.9(awith a Material Customer; (xvi) any Real Property Lease; (xvii) any lease of personal property; (xviii) any guarantee of the obligations of customers, suppliers, officers, directors, employees, Affiliates or other third parties; (xix) any Contract granting an Encumbrance (other than Permitted Encumbrances) upon any of the property or assets of the Company or any of its Subsidiaries other than Encumbrances on Intellectual Property; (xx) any Contract under which the Company or any of its Subsidiaries has made advances or loans to any current or future rights, obligations or liabilities or other Person; (xxi) any settlement agreement; (xxii) any Contract pursuant to which rights of any Third Party are triggered or become exercisable as a result of the execution of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereunder or thereunder, either alone or in combination with any other event; (xxiii) any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by the Company or any of its Subsidiaries (A) in connection with this Agreement or any of their respective properties or assets is subject: (iB) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice);; and (ivxxiv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance any power of attorney granted by the Company or any of its Subsidiaries (all such Contracts disclosed, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time)required to be disclosed, in any such caseresponse to clauses (i) through (xxiii) above, which is material to the Company and its Subsidiaries, taken as a whole;“Material Contracts”). (vb) any Each Material Contract containing covenants is valid and binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to on the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of Company’s Knowledge, the Company, no other party is) parties thereto in default under any Company Material Contract, (ii) each of the Company Material Contracts accordance with its terms and is in full force and effect. Neither the Company nor any Subsidiary, 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) or has provided or received any notice of any intention to terminate, any Material Contract. To the Company’s Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract. Complete and is correct copies of each Material Contract (including all modifications, amendments and supplements thereto and written waivers thereunder) have been made available to Parent. There are no oral waivers under the validBoustead Agreement, binding and enforceable obligation of any Contract for employment between the Company and its Subsidiaries, and to the Knowledge an employee of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts any contract between an Equityholder and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contract.

Material Contracts. (ai) Section 3.9(a) Seller has provided to Buyer true and correct copies of the following agreements (each a “Material Contract”) to which the Company Disclosure Letter sets forth is a complete and correct list as party: (A) any agreement for the purchase or sale of products or for the date furnishing or receipt of this Agreement, excluding any Contract that services (x1) is or relates to a Company Plan, (y) relates exclusively to which involves more than the BBGS Business sum of $10,000 or (z2) is filed as an exhibit in which the Company has granted “most favored nation” pricing provisions or marketing or distribution rights relating to any Company SEC Documentservices, products or territory or has agreed to purchase a minimum quantity of each Contract described in this Section 3.9(agoods 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 Subsidiaries has assets, tangible or intangible (excluding indebtedness and Encumbrances being paid off, terminated or otherwise satisfied in connection with the Closing); (D) any current agreement for the disposition of any significant portion of the assets or future rights, obligations or liabilities or to which business of the Company or any of its Subsidiaries or any of their respective properties or assets is subject: (i) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment products in the ordinary course Ordinary Course of Business) or any agreement for the acquisition of the assets or business consistent with past practice);of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (ivE) settlement 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 Contract with agreement to which the Company is a Governmental Entity party or by which the Company is bound; and (K) any other agreement (or group of related agreements) either (A) involving future performance more than $50,000 or (B) not entered into in the Ordinary Course of Business and involving more than $10,000. The Company has made available to Buyer a complete and accurate copy of each Material Contract (as amended to date). With respect to each Material Contract, and subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and 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 the Company, against each other party thereto; and (ii) the Material Contract will continue to be legal, valid, binding and enforceable and in full force and effect against the 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 Contract, and no event has occurred, is pending or, to the Knowledge of any Seller or the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any other party under such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the The Company Material Contracts is in full force and effectnot party to any oral contract, and is the validagreement or other arrangement that, binding and enforceable obligation of the Company and its Subsidiariesif reduced to written form, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations would be required to be performed by them to date provide under the Company Material Contracts and are not (with or without the lapse terms of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contract.Section 3(y)

Material Contracts. Except for this Agreement, the Company Ancillary Agreements and other contracts and agreements (ai) Section 3.9(a) set forth on Schedule 3.20 of the Company Disclosure Letter sets forth a complete and correct list Schedule or (ii) filed as exhibits to the Company SEC Documents (collectively, the “Material Contracts”) or (iii) which individually or in the aggregate are not material to Company’s or any of its Subsidiaries’ businesses, as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject: (i) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is are a party to or bound by: (anda) any trust indenture, mortgage, promissory note, loan agreement or other contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement (other than any such arrangement entered into for bona fide hedging purposes) or any leasing transaction of the type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financing Accounting Standards Board; (b) any contract for capital expenditures in excess of one hundred fifty thousand dollars ($150,000) in the aggregate; (c) any contract limiting the freedom of Company to engage in any line of business, to acquire any material product or asset from any other Person outside the Knowledge ordinary course of business, to sell any material product or asset outside the ordinary course of business to, or to perform any material service outside the ordinary course of business, or to compete with any other Person (as that term is defined in the Exchange Act); (d) any contract pursuant to which Company is a lessor of real property or of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal tangible property involving in the case of any such personal property contract more than one hundred thousand dollars ($100,000) over the life of the Companycontract that expires or may be renewed at the option of any Person other than Company so as to expire more than one (1) year after the date of this Agreement; (e) any material contract with any Person with whom Company does not deal at arm’s length; (f) any contract which provides for the indemnification of any officer, no director, employee or agent; (g) any guarantee of indebtedness of any other party isPerson; (h) in default under any contract with or commitment to any labor union; (i) any contract or commitment for or relating to the employment of any officer, employee or consultant of Company Material Contractor any other type of contract or understanding with any officer, (ii) each employee or consultant of the Company Material Contracts that is not immediately terminable (or terminable within thirty (30) days or less in full force and effect, and is the valid, binding and enforceable obligation case of the consultants) by Company and its Subsidiaries, and to the Knowledge of the Company, of the without cost or other parties thereto, subject to the General Enforceability Exceptions, liability; (iiij) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with any joint venture or without the lapse of time partnership contract or the giving of noticeother agreement which has involved, or bothis reasonably expected to involve, a sharing of profits, expenses or losses with any other party; and (k) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material ContractIP Rights Agreement other than object code licenses of commercial off-the-shelf computer software under shrink-wrap or other non-negotiated agreements having a cost of less than five hundred dollars ($500) per seat or other generally available commercial licenses providing for license fees in an amount less than ten thousand dollars ($10,000).

Material Contracts. (a) Section 3.9(a) of the Company Disclosure Letter sets forth a complete and correct list as As of the date of this Agreementhereof, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which neither the Company nor any Subsidiary is a party to or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which bound by (such contracts being the Company or any of its Subsidiaries or any of their respective properties or assets is subject:“Material Contracts”): (i) Contract (any partnership, joint venture or other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filedsimilar agreement or arrangement; (ii) indentureany agreement entered into on or after January 1, credit agreement2007 relating to the acquisition or disposition of any material business (whether by merger, loan agreementconsolidation, security agreement, guarantee, note, mortgage acquisition or other evidence sale of Indebtedness stock or agreement providing for Indebtedness in excess of $100,000assets or otherwise); (iii) Contract (other than this Agreement) any agreement for the purchase or sale of services (including service agreements, statements of work and similar agreements), materials, supplies, goods, equipment or other tangible or intangible assets or group of such agreements with any particular Third Party providing for, or that would reasonably be expected to result in, either (A) annual payments by or to the Company and its Subsidiaries of $100,000 or more or (B) aggregate payments by or to the Company and its assets after the date hereof (other than sales Subsidiaries of inventory, product $500,000 or obsolete equipment in the ordinary course of business consistent with past practice)more; (iv) settlement any agreement relating to indebtedness for borrowed money or similar Contract with a Governmental Entity the deferred purchase price of property (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such either case, which is material to the Company and its Subsidiarieswhether incurred, taken as a wholeassumed, guaranteed or secured by any asset) with an aggregate committed or outstanding principal amount exceeding $100,000; (v) any Contract agreement containing covenants binding upon the Company, any of its Subsidiaries, provision or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts covenant limiting the ability of the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or such Affiliate any of their respective Subsidiaries) to compete in (A) sell any business, services or with products of or to any other Person or in any geographic arearegion, except for (B) engage in any such Contract that may be canceled without penalty by line of business or (C) compete with or to obtain services or products from any Person or limiting the ability of any Person to provide services or products to the Company or any of its Subsidiaries upon notice (or, after the consummation of 60 days the Merger, Parent, the Surviving Corporation or lessany of their respective Subsidiaries); (vi) any Contract with respect agreement containing any provision or covenant that binds or purports to a joint venture bind “Affiliates” of the Company or partnership formed under any Subsidiary of the laws Company or that would otherwise bind or purport to bind Parent or any of its Subsidiaries (other than the Company or any applicable jurisdiction;of its Subsidiaries) after the Closing; or (vii) any Contract that would prevent agreement providing for annual payments of $100,000 or materially delay more or aggregate payments of $500,000 or more containing any provision pursuant to which the Company from performing its obligations under execution, delivery and performance of this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) the consummation of the transactions contemplated hereby, would require any consent or other action by any Person thereunder, constitute a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a wholedefault, or that is material to an event that, with or without notice or lapse of time or both, would constitute a default, thereunder, or cause or permit the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses termination, cancellation, acceleration or other non-exclusive grants by change of any right or obligation or the Company loss of rights in, any benefit to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by which the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contractentitled thereunder.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent Except for breaches, violations or publicly filed with the SEC prior to the date hereof. Except as defaults which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract is valid and in full force and effect and (ii) neither the Company nor any of its Subsidiaries is (andSubsidiaries, nor to the Knowledge of the Company, no ’s knowledge any other party is) in default under to any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effecthas violated any provision of, and is the validor taken any action which, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the notice, lapse of time or the giving of noticetime, or both) in breach thereunder , would constitute a default under the provisions of such Material Contract, and (iv) neither the Company nor any of its Subsidiaries has received any notice of that it has breached, violated or defaulted under, or providing for the termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminateof, any Company Material Contract.

Material Contracts. (a) Except as set forth in Section 3.9(a) 4.07 of the Company Disclosure Letter sets forth a complete and correct list as of the date of this AgreementSchedules, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or there are no Contracts to which the Company is a party or any of its Subsidiaries or any of their respective properties or assets by which it is subject: bound (each, a “Material Contract”) that involve (i) Contract obligations (other than this Agreementcontingent or otherwise) that is required to be filed by the of, or payments to, Company as a material contract pursuant to Item 601(b)(10) in excess of Regulation S-K of the SEC but is not so filed; US$10,000, (ii) indenturethe license of any patent, credit agreementcopyright, loan agreementtrademark, security agreement, guarantee, note, mortgage trade secret or other evidence of Indebtedness proprietary right to or agreement providing for Indebtedness in excess of $100,000; from Company, (iii) Contract (other than this Agreement) for the sale of indemnification by Company with respect to any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in person outside the ordinary course of business consistent with past practice); business, (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts limitations on the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, line of business or with any Person or in any geographic areaarea or during any period of time; (v) Company, except for on one hand, and any such Contract that may be canceled without penalty by officer, director, Seller or Key Personnel, on the Company or any of its Subsidiaries upon notice of 60 days or less; other hand; (vi) requires Company to purchase minimum quantities (or pay any Contract with respect amount for failure to a joint venture purchase any specific quantities) of goods or partnership formed under the laws of any applicable jurisdiction; services, or contains “most favored customer” or similar pricing arrangements; (vii) provides for a partnership, joint venture, teaming or similar arrangement pursuant to which Company shares in the profits or losses of any Contract that would prevent business with any other Person or materially delay the Company from performing its obligations under this Agreement in is jointly liable with any material respect; other Person; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that pursuant to which Company is (Aa) a Material Customer Agreementlessee or sublessee of or holds, occupies or operates, any real property, (b) a lessor or sublessor of, or makes available for use, occupancy or operation by any Person, any real property or (c) a lessee or sublessee of any personal property; (ix) creates an Encumbrance on any Company Assets or evidences any Indebtedness, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; extends for a term of more than 12 months from the Closing Date (xi) any Related Party Contract; (xii) any unless terminable by Company IP Agreements other without payment or penalty upon no more than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract60 days’ notice). Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed is valid and binding on the applicable Company in accordance with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts terms and is in full force and effect. Neither Company nor, and is the validto Seller’s knowledge, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the any other parties party thereto, subject to the General Enforceability Exceptions, is in material breach of or default under (iii) the Company and its Subsidiaries have performed all obligations required or is alleged to be performed by them in breach of or default under) or to date under the Company Seller’s knowledge has provided or received any notice of any intention to terminate, any Material Contracts and are not (Contract. No event or circumstance has occurred that, with notice or without the lapse of time or the giving both, would constitute an event of noticedefault under any Material Contract or result in a termination thereof, would require additional guarantors thereof, or both) in breach thereunder would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Buyer has been supplied with a correct and (iv) neither the Company nor any complete copy of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company each Material Contract.

Material Contracts. (ai) Except for Contracts set forth in Section 3.9(a3.1(k) of the Company its Disclosure Letter sets forth a complete and correct list Letter, as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or neither it nor any of its Subsidiaries has Subsidiaries, nor any current of their respective assets, businesses or future rightsoperations, obligations is a party to, or liabilities is bound or affected by, or receives benefits under, (A) any Contract relating to which the Company borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of their respective properties or assets is subject: (i) Contract its Subsidiaries of any such obligation (other than this Agreement) that is required Contracts pertaining to be filed by the Company as a material contract pursuant fully- secured repurchase agreements, trade payables and Contracts relating to Item 601(b)(10) of Regulation Sborrowings, deposit-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage takings or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment guarantees made in the ordinary course of business consistent with past practice); , (ivB) settlement agreement any Contract containing a non-compete or similar Contract with a Governmental Entity (A) involving future performance by client or customer non-solicit requirement or any other provisions that limit the Company ability of it or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts to compete in any respect the operations line of business or conduct with any Person, or that involve any restriction of the Company geographic area in which, or method by which, it or any of its Subsidiaries may carry on its business (other than as may be required by Law or any Governmental Authority) or which requires referrals of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, business or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company requires it or any of its Subsidiaries or such Affiliate Affiliates to compete in any business, or with make available investment opportunities to any Person on a priority, equal or in any geographic areaexclusive basis, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (viC) any Contract with respect to a joint venture or partnership formed under the laws employment of any applicable jurisdiction; directors, executive officers or employees, or with any consultants that are natural Persons involving the payment of U.S.$500,000 or more per annum, (viiD) any Contract which, upon the execution or delivery of this Agreement or consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (including severance payment) becoming due from it or any of its Subsidiaries, (E) any Contract that would prevent could reasonably be expected to prohibit, delay or materially delay impair the Company from performing its obligations under this Agreement in consummation of any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the partiesTransactions, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ixF) any Contract (or group of Contracts with the same party (or its Affiliates) involving similar transactions) that contains involves expenditures or receipts by it or any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and of its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company in excess of rights in, to or under Company Intellectual Property U.S.$5,000,000 per year not entered into in the ordinary course of business consistent with past practice practice, (G) any Contract with customers an Affiliate, (H) any Contract that grants any right of first refusal, right of first offer or similar right with respect to the Company sale or other transfer of any material assets, rights or properties of it or its Subsidiaries; and Subsidiaries or (xiiiI) other Contracts any Contract with any Governmental Authority (other than this Agreement, purchase orders in the ordinary course of business consistent routine or customary Contracts with past practice, agreements between the Company and any self-regulatory body). With respect to each of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them disclosed in its Disclosure Letter pursuant to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contract.this Section 3.1(k)(i):

Material Contracts. (a) Section 3.9(aSchedule 4.17(a) of the Company Disclosure Letter Letter, together with the lists of exhibits contained in the Company SEC Documents and Schedules 4.10(a) and 4.10(l) listing material Company Plans, sets forth a true and complete and correct list list, as of the date of this Agreement, excluding of: (i) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (ii) each contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties of the Company or any Contract that of its Subsidiaries involving annual payments in excess of $8,000,000, other than contracts in which the applicable acquisition or disposition has been consummated and there are no liabilities of the Company or its Subsidiaries remaining or obligations of the Company or its Subsidiaries ongoing; (iii) each contract relating to Indebtedness (including commitments with respect thereto) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $5,000,000, other than (x) is agreements solely between or relates to a among the Company Plan, and its Subsidiaries and (y) relates exclusively any notes or loans made by the Company or its Subsidiaries to franchisees; (iv) each Company Material Real Property Lease; (v) each contract that is a non-competition contract or other contract that (A) purports to limit in any material respect either the BBGS Business type of business in which the Company or its Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business (including any contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision), (B) could require the disposition of any material assets or line of business of the Company or its Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) or (zC) is filed prohibits or limits the rights of the Company or any of its Subsidiaries to make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets, other than, in each case, as an exhibit may be set forth in any Franchise Agreement; (vi) each contract involving the pending acquisition or sale of (or option to purchase or sell) any assets or properties of the Company SEC Documentfor which the aggregate consideration (or the fair market value of such consideration, if non-cash) payable to or from the Company or any of its Subsidiaries exceeds $8,000,000; (vii) each Contract described in this Section 3.9(amaterial partnership, material joint venture or similar material arrangement with a third party, other than with arrangements exclusively among the Company and/or its wholly owned Subsidiaries; (viii) each Labor Agreement; (ix) each agreement under which the Company or any of its Subsidiaries has advanced or loaned any current amount of money to any of its officers, directors, employees, Company Agents or future rightsconsultants; (x) each agreement that contains any “most favored nation” or most favored customer provision, obligations call or liabilities put option, preferential right or rights of first or last offer, negotiation or refusal to which the Company or any of its Subsidiaries or any of their respective properties or assets Affiliates is subject: (i) Contract (other than this Agreement) subject and that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the business of the Company and its Subsidiaries, taken as a whole; (v) , except for any Contract containing covenants binding upon agreement in which such provision is solely for the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability benefit of the Company or any of its Subsidiaries; (xi) each contract (a) pursuant to which the Company or its Subsidiaries grants or receives a license or similar right with respect to any Company Intellectual Property, other than (i) licenses received with respect to commercially available software or information technology services, or (ii) non-exclusive licenses granted to customers, franchisees or service providers in the Ordinary Course or (b) relating to the development of material Intellectual Property (other than agreements with employees or contractors on the Company’s or its Subsidiaries’ standard form of such Affiliate agreements made available to compete Parent) or (c) limiting the Company’s or any of its Subsidiaries’ ability to use, enforce or disclose any Company Owned IP in any business, or with material respect; and (xii) any Person or contract not otherwise described in any geographic area, except for any such Contract other subsection of this Section 4.17(a) that may be canceled without penalty by obligates the Company or any of its Subsidiaries upon notice to make any future capital investment or capital expenditure outside of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws Ordinary Course and in excess of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement $8,000,000 in any material respect; twelve (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship 12)-month period (other than contracts between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective TimeSubsidiaries); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.” (b) True and correct Collectively, the contracts set forth or required to be set forth in all material respects copies of each Section 4.17(a) are herein referred to as the “Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights, (ii) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in breach or default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effectno event has occurred that, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of noticenotice or both, individually or in the aggregate with other events, would reasonably be expected to result in a breach thereof or default thereunder by the Company or its Subsidiaries, or both) in breach thereunder to the knowledge of the Company, as of the date hereof, any other party thereto and (iviii) there are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Contract and neither the Company nor any of its Subsidiaries has received any written notice of termination with respect to, and, the intention of any other Person to the Knowledge of the Company, no party has threatened any such Company Contract that such Person intends to terminate, terminate or claim a material breach under any Company Material Contract.

Material Contracts. (a) Section 3.9(a) of the Company Disclosure Letter sets forth a complete and correct list as As of the date of this Agreementhereof, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which neither the Company nor any Subsidiary is a party to or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subjectbound by: (i) Contract (other than this Agreement) that is required any agreement relating to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage pharmacy benefit administration and management services business owned or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance operated by the Company or any of its Subsidiaries that would reasonably be expected to generate net annualized revenues in an amount in excess of $5 million; (ii) any material partnership, joint venture or other similar agreement or arrangement; (iii) any agreement entered into after January 31, 2007 relating to the acquisition or disposition of their respective Affiliates any material business (including Parent and its Affiliates after whether by merger, sale of stock, sale of assets or otherwise); (iv) any agreement for the Effective Time) purchase or (B) that restricts in any respect the operations sale of materials, supplies, goods, services, equipment or conduct of the Company other assets providing for either annual payments by or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a wholeSubsidiaries of $30 million or more that cannot be terminated on not more than 60 days’ notice without payment by the Company or any Subsidiary of any material penalty; (v) any Contract agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) with an aggregate committed or outstanding principal amount exceeding $10 million; (vi) any agreement containing covenants binding upon the Company, any of its Subsidiaries, provision or covenant limiting in any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts material respect the ability of the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or such Affiliate any of their respective Subsidiaries) to compete in (A) sell any business, products or with services of or to any other Person or in any geographic arearegion, except for (B) engage in any such Contract that may be canceled without penalty by line of business or (C) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries upon notice (or, after the consummation of 60 days the Merger, Parent, the Surviving Corporation or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdictiontheir respective Subsidiaries); (vii) any Contract agreement between the Company or any of its Subsidiaries, on the one hand, and any Affiliate, director or officer (or, to the Company’s knowledge, any of their respective Affiliates), on the other hand in each case of the type and amount that would prevent or materially delay be required to be disclosed in the Company’s annual proxy statement under Item 404 of Regulation S-K under the 1933 Act that has not been previously disclosed in the Company from performing its obligations under this Agreement in any material respect;SEC Documents; or (viii) any Contractagreement that requires annual payments in excess of $5 million or is otherwise material containing any provision pursuant to which the execution, excluding any purchase order or similar documentation that does not contain material terms delivery and performance of the relationship between the parties, that is (A) a Material Customer this Agreement, or (B) the consummation of the transactions contemplated hereby, would require any consent or other action by any Person thereunder, constitute a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a wholedefault, or that is material to an event that, with or without notice or lapse of time or both, would constitute a default, thereunder, or cause or permit the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses termination, cancellation, acceleration or other non-exclusive grants by change of any right or obligation or the Company loss of rights in, any benefit to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by which the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contractentitled thereunder.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent Except for breaches, violations or publicly filed with the SEC prior to the date hereof. Except as defaults which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each contract disclosed or required to be disclosed in Section 5.20 of the Company Disclosure Schedule (each, a “Material Contract”) is valid and in full force and effect and (ii) neither the Company nor any of its Subsidiaries is (andSubsidiaries, nor to the Knowledge of the Company, no ’s knowledge any other party is) in default under to any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effecthas violated any provision of, and is the validor taken any action which, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the notice, lapse of time or the giving of noticetime, or both) in breach thereunder , would constitute a default under the provisions of such Material Contract, and (iv) neither the Company nor any of its Subsidiaries has received any notice of that it has breached, violated or defaulted under, or providing for the termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminateof, any Company Material Contract.

Material Contracts. (a) Section 3.9(aSchedule 2.16(a) of the Company Disclosure Letter sets forth a complete and correct list (with each of such Contracts specifically identified under subsection(s) of such Schedule 2.16(a) that correspond to the Subsection or Subsections of Section 2.16(a) applicable to such Contract) of the following Contracts to which an Acquired Company is a party or by which an Acquired Company is bound as of the date Original Agreement Date (each such Contract whether in effect as of this Agreementthe Original Agreement Date, excluding any Contract that (x) is or relates to if entered into between the Original Agreement Date and the Closing in compliance with Article V, a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:“Material Contract”): (i) any Contract (other than this Agreement) that is required to be filed by the Company as with a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filedKey Customer or Key Supplier; (ii) indentureany dealer, credit distributor, referral or similar agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement any Contract providing for Indebtedness the grant of rights to reproduce, license, market, refer or sell Company Products to any other Person or pursuant to which any third parties advertise on any websites operated by an Acquired Company, in each case, other than non-exclusive licenses granted to third party vendors for the limited purpose of providing services to an Acquired Company; (iii) (A) any joint venture Contract, (B) any Contract that involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons and (C) any Contract that involves the payment of royalties to any other Person (other than license fees in respect of Intellectual Property); (iv) any separation agreement or severance agreement with any current or former employees, in each case, under which an Acquired Company has or had any actual or potential Liability in excess of $100,000; (iiiv) any Contract for or relating to the employment or service of any director, officer or beneficial owner of more than 1% of the total number of any class of Shares (or of any Equity Interests in a Subsidiary of the Company) or any other type of Contract (other than this AgreementContracts granting Company Options) for the sale of with any of its assets after officers or beneficial owners of more than 1% of the date hereof total number of any class of Shares (other than sales or of inventoryany Equity Interests in a Subsidiary of the Company), product or obsolete equipment in as the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance case may be, that is not immediately terminable by the Company without cost or any Liability of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or lessless than $25,000; (vi) any Contract (A) pursuant to which any other party is granted exclusive rights or “most favored party” rights of any type or scope with respect to a joint venture any of the Company Products, Company Intellectual Property or partnership formed under Company Data owned by the laws Company, (B) containing any non-competition covenants or other similar restrictions relating to the Company Products or Company Intellectual Property (excluding agreements entered into with new hires in the ordinary course of business and consistent with past practice) or (C) that materially limits or would materially limit the freedom of an Acquired Company or its successors (including assigns and their respective Affiliates) to (I) engage or participate, or compete with any other Person, in any line of business, market or geographic area with respect to the Company Products or the Company Intellectual Property, or to make use of any applicable jurisdictionCompany Intellectual Property, including any grants by an Acquired Company of exclusive rights or licenses or (II) sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or services; (vii) any Contract that would prevent standstill or materially delay the similar agreement containing provisions prohibiting a third party from purchasing Equity Interests of an Acquired Company from performing its obligations under this Agreement in any material respector assets of an Acquired Company; (viii) other than Commercially Available Licenses, each Acquired Company’s licenses to service providers and any Contractconfidentiality, excluding any purchase order secrecy or similar documentation that does not contain material terms non-disclosure Contract entered into by an Acquired Company in the ordinary course of the relationship between the partiesbusiness and consistent with past practice, that all licenses, sublicenses and other Contracts to which an Acquired Company is a party and pursuant to which: (A) a Material Customer Agreementan Acquired Company acquired or is authorized to use any Third-Party Intellectual Property used in the development, marketing or licensing of the Company Products or (B) a Material Supplier Agreementany Person is authorized to use any Company-Owned Intellectual Property; (ix) any license, sublicense or other Contract that contains pursuant to which an Acquired Company has agreed to any exclusivity rights or “most favored nations” provisions or minimum material restriction on the right of an Acquired Company to use or supply requirements that are material enforce any Company-Owned Intellectual Property or pursuant to the which an Acquired Company and its Subsidiaries taken as a whole, or that is material agrees to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time)sell rights in any Company-Owned Intellectual Property; (x) any Government ContractContract providing for the development of any material software, technology or other Intellectual Property, independently or jointly, either by or for an Acquired Company (other than employee invention assignment agreements and consulting agreements on the Company’s standard form of agreement) (collectively with the Contracts described in Sections 2.16(a)(viii) and 2.16(a)(ix), the “Company Intellectual Property Agreements”); (xi) any Related Party ContractContracts relating to the membership of, or participation by, an Acquired Company in, or the affiliation of an Acquired Company with, any industry standards group or association; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or any material settlement agreement with respect to any Legal Proceeding, and (B) Contracts including non-exclusive licenses any separation agreement, severance agreement or release with any current or former employees, in each case, under which an Acquired Company has any actual Liability in excess of $250,000; (xiii) any Contract material to the assets or business of any of the Acquired Companies as currently conducted pursuant to which rights of any third party are triggered or become exercisable as a result of the execution of this Agreement or the consummation of the Share Purchase; (xiv) any trust indenture, mortgage, promissory note, loan agreement or other non-exclusive grants by Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with IFRS; (xv) any Contract or plan (including any stock option, merger and/or stock bonus plan) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any Shares or any other Equity Interests of the Company, except for the VSOPs and the Promised Company Options; (xvi) any Contract of rights inguarantee, surety, support, indemnification (other than pursuant to its standard customer agreements), assumption or under Company Intellectual Property entered into endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of any other Person (other than an Acquired Company); (xvii) any Contract for capital expenditures in excess of $100,000 in the ordinary course aggregate; (xviii) any Contract pursuant to which an Acquired Company is a lessor or lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving expenditures in excess of $250,000 per annum, and any Real Estate Leases; (xix) any Contract pursuant to which an Acquired Company has acquired or disposed of a business consistent with past practice with customers or entity, or all or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise, or any similar Contract pursuant to which an Acquired Company has acquired any material ownership interest in any other Person (other than an Acquired Company); (xx) other than Contracts relating to the provision of utilities, any material Contract with any Governmental Entity or its Subsidiariesany Contract with a government prime contractor, or higher-tier government subcontractor, including any indefinite delivery/indefinite quantity contract, firm-fixed-price contract, schedule contract, blanket purchase agreement, or task or delivery order (each a “Government Contract”); and (xiiixxi) any other Contracts Contract not listed in clauses (other than this Agreement, purchase orders i) through (xx) that individually had in the ordinary course of business consistent with past practiceprior twelve-month period, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt have a value or making by the Company or any of its Subsidiaries of payments in the future payment obligation in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract500,000.” (b) True and correct All Material Contracts are in written form. Each Acquired Company has performed all of the material respects copies of each Company obligations therein required to be performed by it under any Material Contract have been made available to Parent or publicly filed with through the SEC prior to the date hereof. Except Original Agreement Date and as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) Closing Date will have performed all of the material obligations therein required to be performed by it under any Material Contract through the Satisfaction Date. No Acquired Company is alleged in writing to be in default under in respect of any Material Contract to which such Acquired Company Material Contract, (ii) each is a party. Each of the Company Material Contracts is in full force and effect, and is subject only to the valideffect, binding and enforceable obligation if any, of the Enforceability Exceptions. There exists no default or event of default or material breach, with respect to an Acquired Company and its Subsidiaries, and or to the Knowledge knowledge of the Company, of the with respect to any other parties theretocontracting party, subject to the General Enforceability Exceptionsthat, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or boththe lapse of time, would reasonably be expected to (i) become a default or event of default under any Material Contract or (ii) give such other contracting party (A) the right to declare a default or exercise any material remedy under any Material Contract, (B) the right to a material rebate, chargeback, refund, credit, penalty or change in breach thereunder and delivery schedule under any Material Contract, (ivC) neither the right to accelerate the maturity or performance of any material obligation of an Acquired Company nor under any Material Contract or (D) the right to cancel, terminate or modify any Material Contract. As of its Subsidiaries the Original Agreement Date, no Acquired Company has received any notice or other written communication regarding any actual or purported violation or breach of, default under, or intention to cancel or modify any Material Contract. As of termination with respect to, andthe Original Agreement Date, to the Knowledge knowledge of the Company, no party Acquired Company has threatened to terminate, any Company Material ContractLiability for renegotiation of Government Contracts.

Material Contracts. (a) Section 3.9(aSchedule 3.18(a) contains a list of each of the following written Contracts and a description of each of the following oral Contracts to which any of the Company Disclosure Letter sets forth Entities is a complete and correct list as of party (collectively, the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:“Material Contracts”): (i) Contract all Contracts (other than this Agreementthe Leases listed on Schedule 3.8(b)) that is required to be filed Company reasonably anticipates will, in accordance with their terms, involve aggregate payments by any of the Company as a material contract pursuant to Item 601(b)(10Entities of more than $250,000 within the twelve (12) of Regulation S-K of month period following the SEC but is not so fileddate hereof; (ii) indentureall Contracts that Company reasonably anticipates will, credit agreementin accordance with their terms, loan agreement, security agreement, guarantee, note, mortgage or other evidence involve aggregate payments to any of Indebtedness or agreement providing for Indebtedness in excess the Company Entities of more than $100,000250,000 within the twelve (12) month period following the date hereof; (iii) any employment Contract (other than this Agreement) for the sale of any director or officer of any of its assets after the Companies or any other written employment, severance, retention, deal bonus, consulting or other Contract with any employee of any of the Companies which will require (or reasonably likely require) the payment of amounts by any of the Companies during the one year period following the date hereof (other than sales in excess of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice)$150,000; (iv) settlement agreement all Contracts that limit or similar Contract with a Governmental Entity (A) involving future performance by purport to limit the Company or ability of any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate Entities to compete in any business, line of business or with any Person or in any geographic areaarea or during any period of time; (v) all Contracts relating to material Intellectual Property Rights (other than Intellectual Property Rights which are the subject of a license for shrink wrap software, except license for any such Contract that may be canceled without penalty by other “off the Company shelf” software, or any of its Subsidiaries upon notice of 60 days or lessa license for software for which the license fees, royalties, maintenance fees and support fees do not exceed $150,000 on an annual basis); (vi) all Contracts under which any Contract with respect to a joint venture of the Company Entities has incurred any Indebtedness which is outstanding on the date hereof or partnership formed under the laws has directly or indirectly guaranteed Indebtedness, liabilities or obligations of any applicable jurisdictionPerson (other than any Indebtedness, liabilities or obligations solely by and among the Company Entities); (vii) any Contract that would prevent contains a put or materially delay similar right pursuant to which any Company Entity could be required to purchase, redeem or otherwise acquire any equity interests (whether exercisable by the Company party holding such right (A) at any time or from performing its obligations under time to time (i.e., a “time-based put”) or (B) as a result of, or in connection with, the execution and delivery of this Agreement in any material respectby the parties hereto or the consummation of the transactions contemplated hereby (i.e., an “event-based put”)); (viii) other than as may be set forth in the Company Entities’ Organizational Documents, any ContractContract that contains a co-sale, excluding any purchase order call, right of first refusal or similar documentation that does not contain material terms right of first offer, with respect to the equity interests of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier AgreementCompany Entities; (ix) any Contract that Contract, other than the Company Entities’ Organizational Documents, which contains an earn-out, deferred purchase price, or other similar contingent obligation, or contains ongoing indemnification obligations on behalf of any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material Company Entities and, in each case, is related to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time)acquisition of any equity interests of any Person; (x) any Government Contract;other than the Company Entities’ Organizational Documents, all joint venture or partnership agreements; and (xi) any Related Party Contract; (xii) any Company IP Agreements all medical director agreements and other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contractsimilar agreements.” (b) True and correct in all material respects copies of Except as set forth on Schedule 3.18(b), each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither is valid and binding on the Company nor any of its Subsidiaries Entity that is (a party thereto and, to Company’s Knowledge, on the Knowledge of the Companyother parties thereto, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts and is in full force and effect, and is the valid, binding and enforceable obligation . Each of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have Entities has performed in all material respects all material obligations required to be performed by them it to date under each Material Contract. Except as set forth on Schedule 3.18(b), none of the Company Material Contracts and are not (with Entities is or without the is alleged to be in material breach of, or material default under, nor is there any event or condition exists which constitutes, or after notice or lapse of time or both would constitute, a material breach or material default on the giving part of noticeany Company Entity under, any Material Contract. Except as set forth on Schedule 3.18(b), to Company’s Knowledge, no other party to any Material Contract is or is alleged to be in breach thereof or default thereunder, nor to the Company’s Knowledge, is there any event or condition which constitute, or both) in after notice or lapse of time or both would constitute, a material breach thereunder and (iv) neither or material default on the Company nor part of any of its Subsidiaries has received other party, under any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material Contract. Company has made available to Buyer correct and complete copies of all Material Contracts, together with all amendments, modifications or supplements thereto.

Material Contracts. (a) Except for the Original Merger Agreement, the Contracts filed as exhibits to the Company SEC Reports, and the Contracts listed in Subsections (i) through (xxi) of Section 3.9(a3.16(a) of the Company Disclosure Letter sets forth a complete and correct list Schedule, as of the date of this AgreementOriginal Execution Date, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject: (i) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct none of the Company or any of its Subsidiaries is a party to or bound by the following Contracts: (i) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to the formation, creation, operation, management or control of any Subsidiary of the Company or any other partnership, joint venture, strategic collaboration, global affiliation or business cooperation, limited liability company or similar arrangement; (iii) any Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person or any Contract relating to the making of any such loan, advance or investment for more than US$5,000,000; (iv) any Contract involving Indebtedness of the Company or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a wholeSubsidiaries of more than US$5,000,000; (v) any Contract containing covenants binding upon (including so called take-or-pay or keep-well agreements) under which any person (other than the Company, Company or any of its Subsidiaries, ) has directly or indirectly guaranteed Indebtedness of the Company or any of their respective Affiliates its Subsidiaries of more than US$5,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than US$5,000,000, other than a Permitted Encumbrances; (vii) any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (viii) any Contract for the acquisition, disposition, sale, transfer or lease (including Parent and leases in connection with financing transactions) of properties or assets of the Company or any of its Affiliates after the Effective TimeSubsidiaries that have a fair market value or purchase price of more than US$5,000,000 (by merger, purchase or sale of assets or stock or otherwise) entered into since December 31, 2014 or, if prior to that materially restricts date, have representations, warranties or indemnities that remain in effect or as to which claims are pending; (ix) any Contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute with amount in controversy greater than US$5,000,000; (x) any Contract involving a standstill or similar arrangement; (xi) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except industry or line of business; (xii) any Contract for the employment of any senior executive officer; (xiii) 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 person or assets that have a fair market value or purchase price of more than US$5,000,000; (xiv) any Contract (other than Contracts granting Company Options, or Company RSs) giving the other party the right to terminate such Contract that may as a result of the Original Merger Agreement, this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any payment in excess of US$5,000,000 to be canceled without penalty made by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, calendar year or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material the value of the outstanding receivables due to the Company and its Subsidiaries taken as under such Contract is in excess of US$5,000,000 in any calendar year; (xv) 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; (xvi) any Contract providing for (A) a wholelicense, covenant not to s▇▇ or that is material other right granted by any Third Party under any Intellectual Property to the Company or any of its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or Subsidiaries, (B) Contracts including non-exclusive licenses a license, covenant not to s▇▇ or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making right granted by the Company or any of its Subsidiaries to any Third Party under any Intellectual Property, (C) an indemnity of payments 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, in each case of clauses (A) through (D), other than agreements for off-the-shelf Software and such Contracts that are not material to business of the Group Companies, taken as a whole, and in each case of clauses (C) and (D), other than Contracts entered into by the Company and its Subsidiaries in the future ordinary course of business; (xvii) any Contract granting rights in excess respect of $100,000 per annum exclusivity, “most favored nation” or $500,000 during similar rights; (xviii) any Contract between or among the life Company or any of its Subsidiaries, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves payments of more than US$5,000,000 in any one year; (xix) each Control Agreement and any other any Contract which (A) provides the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a majority of the Contractequity interests (each, an “Operating Subsidiary”), (B) provides the Company or any of its Subsidiaries the right or option to purchase the equity interests in any Operating Subsidiary, or (C) transfers economic benefits from any Operating Subsidiary to any other Subsidiary of the Company; (xx) any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act (including those that would be required to be disclosed if the Form 20-F were filed as of the Original Execution Date); or (xxi) any other Contract which, if terminated, could reasonably be expected to result in a Company Material Adverse Effect. Each such Contract described in clauses (i) – to (xiiixxi) (and each such Contract that is would be a Material Contract if it had not excluded pursuant been filed as an exhibit to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, SEC Reports is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, : (i) neither each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against such Group Company in accordance with its terms, subject to the Bankruptcy and Equity Exception; (ii) 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 terms, subject to the Bankruptcy and Equity Exception; (iii) no Group Company nor any of its Subsidiaries is (and, to the Knowledge knowledge of the Company, no other party is) counterparty, is or is alleged to be in breach or violation of, or default under under, any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and ; (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge knowledge of the Company, no party has threatened person intends to terminate, terminate any Company Material Contract; and (v) none of the execution of the Original Merger Agreement, the execution of this Agreement or the consummation of any Transaction shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the rights of any Group Company under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto.

Material Contracts. Schedule 2.10 of the Schedule of Exceptions contains a complete and accurate list of all of the following contracts, agreements, instruments and arrangements to which the Company is a party (a true and complete copy of each of which has been delivered by the Company to the Purchaser) (the “Material Contracts”): (a) All collective bargaining agreements and other labor agreements; all employment, consulting, independent contractor and work made for hire agreements, all Plans (as defined in Section 3.9(a2.13(a)) and all other plans, agreements, arrangements or practices which constitute or specify compensation or benefits to any of the Company Disclosure Letter sets forth a complete and correct list as directors, officers, employees, consultants or independent contractors of the date of this AgreementCompany; (b) All contracts, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) agreements and similar obligations under which the Company is or may become obligated to pay any of its Subsidiaries has any current legal, accounting, brokerage, finder’s or future rightssimilar fees or expenses in connection with, obligations or liabilities or to incur any severance pay or special compensation obligations which would become payable by reason of, this Agreement or the consummation of the transactions contemplated hereby; (c) All contracts, agreements and similar obligations under which the Company is or any of its Subsidiaries or any of their respective properties or assets is subject: will after the Closing be (i) Contract restricted from carrying on any business or other activities anywhere in the world or (other than this Agreementii) that is required bound to be filed by the Company participate in any allocation or sharing of Taxes (as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so fileddefined in Section 2.12); (iid) indentureAll contracts, credit agreementagreements and similar obligations (including, loan agreementwithout limitation, security agreement, guarantee, note, mortgage options) to (i) sell or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale otherwise dispose of any assets or rights of its assets after the date hereof (other than sales of inventory, product or obsolete equipment Company except in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (Bii) that restricts in any respect the operations purchase or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in otherwise acquire any material respect; (viii) any Contract, excluding any purchase order assets or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into except in the ordinary course of business consistent with past practice with customers business; (e) All contracts, agreements and similar obligations under which the Company has or will after the Closing have any liability or obligation to or for the benefit of any Affiliate (as defined in Section 2.17 hereof) of the Company; (f) All contracts, agreements and similar obligations under which the Company has any liability or obligation for Debt or constituting or giving rise to a Guarantee of any liability or obligation of any Person, or under which any Person has any liability or obligation constituting or giving rise to a Guarantee of any liability or obligation of the Company or its Subsidiaries; and(including, without limitation, partnership and joint venture agreements); (xiiig) other Contracts All contracts, agreements and similar obligations under which the Company may become obligated to pay any amount in excess of US$10,000 in respect of indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets other than this Agreement, purchase orders sales of inventory in the ordinary course of business, (ii) acquisition or disposition of securities, (iii) assumption of liabilities or warranty, (iv) settlement of claims, (v) merger, consolidation or other business consistent with past practicecombination, or (vi) any series or group of related transactions or events of a type specified in subclauses (i) through (v); (h) All license agreements, royalty agreements, software development agreements, joint venture agreements, distribution agreements, reseller agreements, supply agreements, manufacturing agreements, other agreements between relating to Technology or IP Rights or pursuant to which the Company and any of its wholly owned Subsidiaries has granted rights or between any permission to use Technology or IP Rights of the Company’s wholly owned Subsidiaries, and similar commercial arrangements; (i) that contain obligations All contracts with Governmental Entities; (including “earnout” j) Each other contract, agreement, instrument, arrangement, commitment or other contingent payment obligations) that would obligation the unremedied breach of which could reasonably be expected to result in the receipt or making by the have a Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (y) of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.”Adverse Effect; (bk) True and correct in all material respects copies of each Company Material Contract have been made available to Parent or publicly filed All contracts with the SEC prior to the date hereofmerchants, processors, suppliers, card companies. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company All such Material Contracts is are valid, binding and in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiariesand, to the Company’s Knowledge, each other party thereto have performed in all material respects their obligations thereunder, and neither the Company nor, to the Knowledge Company’s Knowledge, any other party thereto is in default of the Companyany material provision thereunder, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (nor has there occurred any event or circumstance which with notice or without the lapse of time or both would constitute such a default or event of default, on the giving part of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, andor, to the Knowledge of the Company, no party has threatened to terminate’s Knowledge, any Company other party thereto or give to any other party thereto the right to terminate or modify in any material respect any such Material Contract. The Company has not received written notice that any party to any such Material Contract intends to cancel, terminate or refuse to renew such contract or to exercise or decline to exercise any option or right thereunder. Except as provided in this Agreement, there is no contract, agreement or other arrangement entitling any person or other entity to any profits, revenues or cash flows of Company or requiring any payments of other distributions based on such profits, revenues or cash flows.

Material Contracts. (a) Section 3.9(a) Except for this Agreement, the Ancillary Agreements and other contracts and agreements which individually or in the aggregate are not material to Company’s or any of the Company Disclosure Letter sets forth a complete and correct list its subsidiaries’ businesses, as of the date of this Agreement, excluding Company is not a party to or bound by: (a) continuing contracts (other than purchase orders) for the purchase of materials, supplies, equipment or services involving in the case of any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) such contract under which aggregate payments in excess of $650,000 were made during the year ended December 31, 2003 that expires or may be renewed at the option of any Person (other than Company) so as to expire more than one (1) year after the date of this Agreement; (b) any trust indenture, mortgage, promissory note, loan agreement or other contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement (other than any such arrangement entered into for bona fide hedging purposes) or any leasing transaction of the type required to be capitalized in accordance with GAAP; (c) any contract for capital expenditures in excess of $1,000,000 in the aggregate; (d) any contract limiting the freedom of Company to engage in any line of business (other than in connection with licenses of Intellectual Property to or from Company or any of its Subsidiaries has Subsidiaries), to acquire any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject: (i) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in asset from any other Person outside the ordinary course of business, to sell any material product or asset outside the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiariesto, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in perform any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in service outside the ordinary course of business consistent for, any Person, or to compete with past practice with customers of any other Person (as that term is defined in the Company or its Subsidiaries; andExchange Act); (xiiie) any contract pursuant to which Company is a lessor of real property or of any machinery, equipment, motor vehicles, office furniture, fixtures or other Contracts (other than this Agreement, purchase orders personal property involving in the ordinary course case of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of such personal property contact more than $100,000 per annum or $500,000 during 50,000 over the life of the Contract. Each such Contract described in clauses contract that expires or may be renewed at the option of any Person other than Company so as to expire more than one (i1) – (xiii) (that is not excluded pursuant to clause (x) or (y) year after the date of the lead-in language in Section 3.9(a)), whether or not set forth on Section 3.9(a) of the Company Disclosure Letter, is referred to herein as a “Company Material Contract.”this Agreement; (bf) True and correct in all any material respects copies contract with any Person with whom Company does not deal at arm’s length; (g) any contract which provides for the indemnification of each Company Material Contract have been made available to Parent any officer, director, employee or publicly filed with the SEC prior to the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, agent; or (ih) neither the Company nor any guarantee of its Subsidiaries is (and, to the Knowledge indebtedness of the Company, no any other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material ContractPerson.

Material Contracts. (a) Except for this Agreement, Section 3.9(a) 4.17 of the Company Disclosure Letter sets forth contains a complete and correct list list, as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described below in this Section 3.9(a4.17(a) under which the Company or any of its Subsidiaries Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): (i) each Contract (other than this Agreement) that is required to be filed by limits in any material respect the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K freedom of the SEC but is not so filed; (ii) indentureCompany, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates its affiliates (including Parent and its Affiliates affiliates after the First Effective Time) to compete or (B) that restricts engage in any respect line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the operations or conduct effect of restricting the Company or any of Company, its Subsidiaries or any of their respective Affiliates affiliates (including Parent and its Affiliates affiliates after the First Effective Time)) from the development, marketing or distribution of products and services, in each case, in any such casegeographic area, which is in a manner material to the Company and its Subsidiaries, taken as a whole; (vii) any Contract containing covenants binding upon the Companypartnership, any of its Subsidiariesjoint venture, or any of their respective Affiliates limited liability company agreement (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for other than any such Contract that may be canceled without penalty by the Company agreement solely between or any of its Subsidiaries upon notice of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction; (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect; (viii) any Contract, excluding any purchase order or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to among the Company and its Subsidiaries taken as a whole, wholly-owned Subsidiaries) or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government similar Contract; (xiiii) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses each acquisition or (B) Contracts including non-exclusive licenses divestiture Contract that contains representations, covenants, indemnities or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its Subsidiaries affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in the future in excess of $100,000 per annum 3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $500,000 during 1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the life ability of the Contract. Each such Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract described in clauses (i) – (xiii) (that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is not excluded pursuant to clause binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (y) of the lead-or commitments in language in Section 3.9(a)), whether or not set forth on Section 3.9(arespect thereof) of the Company Disclosure Letteror the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is referred reasonably expected to herein be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “Company Material Contractmaterial contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company.” (b) True and correct in all material respects complete copies of each Company Material Contract have in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries each Material Contract is (and, to the Knowledge of the Company, no other party is) in default under any Company Material Contract, (ii) each of the Company Material Contracts is in full force and effect, and is the a valid, binding and enforceable obligation of the Company and its Subsidiariesor the Company Subsidiary which is party thereto and, and to the Knowledge knowledge of the Company, of the each other parties party thereto, and is in full force and effect, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Company Material ContractLimitations.

Material Contracts. (a) Section 3.9(a3.17(a) of the Company Disclosure Letter Schedule sets forth a true and complete and correct list as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, Agreement of each Contract described in this Section 3.9(a) under which of the following Company or any of its Subsidiaries has any current or future rightsContracts, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject: together with all amendments thereto: (i) each Company Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any material respect the operations or conduct ability of the Company or any of its Subsidiaries or any of their respective the Company’s current or future Affiliates (including Parent and its Affiliates after the Effective Time), to sell products in or otherwise compete in any such casegeographic area or line of business; (ii) any Company Contract pursuant to which any Person provides manufacturing services involving the Product, which is material to any Pipeline Product or any product using Nab® Technology for the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, or any of its Subsidiaries, (iii) each Company Contract pursuant to which the Company or any of their respective Affiliates its Subsidiaries grants or is granted any license to use or exploit, covenant not to ▇▇▇, immunity from suit or similar rights under any Intellectual Property of a third party that, in each case, is related to the Product, any Pipeline Product, or the Nab® Technology; (including Parent and iv) each Company Contract pursuant to which raw materials are supplied, or equipment is supplied or leased, to the Company or any of its Affiliates after Subsidiaries (excluding purchase orders given or received in the Effective Timeordinary course of business), in each case relating to any key component or manufacturing involved in the compounding or formulation of the Product or any products using Nab® Technology; (v) each Company Contract that materially restricts grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or such Affiliate otherwise dispose of any material amount of assets or businesses relating to compete in the Product, any businessPipeline Product, or with any Person or in any geographic area, except the Nab® Technology; (vi) each Company Contract providing for any such Contract that may be canceled without penalty future performance by the Company or any of its Subsidiaries upon notice in consideration of 60 days or less; (vi) any Contract with respect to a joint venture or partnership formed under amounts previously paid, the laws balance of any applicable jurisdiction; which exceeds $5,000,000 as of the date of this Agreement; and (vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement other “material contract” (as such term is defined in any material respect; (viiiItem 601(b)(10) any Contract, excluding any purchase order or similar documentation that does not contain material terms of Regulation S-K of the relationship between Securities Act) that were required to be filed with or furnished to the parties, that is SEC prior to the date of this Agreement. Each Company Contract (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Time); (x) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses or (B) Contracts including non-exclusive licenses or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of payments in the future in excess of $100,000 per annum or $500,000 during the life of the Contract. Each such Contract type described in clauses (i) – (xiii) (that is not excluded pursuant to clause (x) or (ySection 3.17(a) of the lead-Disclosure Schedule, whether or not disclosed in language response to this Section 3.17(a), or referred to in Section 3.9(a)3.17(b), whether or not set forth on Section 3.9(aprovided or publicly filed, and (B) entered into after the date of this Agreement and of the type required to be described in Section 3.17(a) or referred to in Section 3.17(b), whether or not provided or publicly filed of the Disclosure Schedule if such Company Disclosure LetterContract were in effect as of the date of this Agreement, is referred to herein as a “Company Material Contract.” (b) True and correct in all material respects copies of each The Company Material Contract have been made available has provided to Parent or publicly filed with the SEC prior true and complete copies of each Company Contact referred to in Section 3.17(a) and each of the following Company Contacts, in each case that are in effect as of the date of this Agreement: (i) each Company Contract with customers (excluding purchase orders given or received in the ordinary course of business) under which the Company or any of its Subsidiaries received in excess of $10,000,000 in 2009 or is expected to receive in excess of $10,000,000 in 2010 or any year thereafter; (ii) each Company Contract pursuant to which the Company or any of its Subsidiaries occupies Leased Real Property and under which the Company or any of its Subsidiaries is required to pay an annual rental in excess of $5,000,000 in 2010 or any year thereafter; and (iii) each Company Contract for any joint venture (whether in partnership, limited liability company or other organizational form), co-promote agreements or co-branding agreements (other than distribution agreements) or agreements pursuant to which the Company or any of its Subsidiaries permitted distribution of the Product or the Pipeline Products under another party’s name or trademarks. (c) All Material Contracts are valid and in full force and effect and enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and general equity principles, except to the date hereof. Except as extent that (i) such Material Contracts have previously expired or otherwise terminated in accordance with their terms or (ii) the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (i) neither . Neither the Company nor any of its Subsidiaries is (andSubsidiaries, nor, to the Knowledge of the Company, no other party is) in default under any Company counterparty to any such Material Contract, (ii) each of the Company Material Contracts is in full force and effecthas violated any provision of, and is the validor committed or failed to perform any act which, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the notice, lapse of time or the giving of noticeboth, would constitute a default under, or both) give rise to a right of termination, modification, cancellation, foreclosure, imposition of a Lien, prepayment or acceleration under the provisions of any Material Contract, except in breach thereunder and (iv) neither each case for those violations or defaults which would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any notice of termination with respect to, and, Material Contract. Prior to the Knowledge date of this Agreement, the Company, no party has threatened Company and its Subsidiaries have not received any written claims for indemnification pursuant to terminate, any Company Material Contractthe 2007 Separation and Distribution Agreement.

Material Contracts. (a) Except for this Agreement and the Company Benefit Plans (which, for the Company Benefit Plans, shall not apply to Section 3.9(a) 3.15(x)(v)), Section 3.15 of the Company Disclosure Letter sets forth Schedule contains a complete and correct list as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described below in this Section 3.9(a3.15(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries is a party or any bound, in each case as of their respective properties the date of this Agreement (all Contracts of the type required to be disclosed in this Section 3.15(a), whether or assets is subject:not set forth in Section 3.15 of the Company Disclosure Schedule, being referred to herein as the “Material Contracts”): (i) each Contract (other than this Agreement) that is required to be filed by limits in any material respect the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K freedom of the SEC but is not so filed; (ii) indentureCompany, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice); (iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates affiliates (including Parent and its Affiliates affiliates after the Effective Time) to (A) compete or engage (x) in any line of business, (y) in any geographic region or (z) with any Person or (B) that restricts in sell, supply or distribute any respect the operations product or conduct of service, build on or acquire real property, use or enforce any Owned Company IP or Intellectual Property Rights exclusively licensed to the Company or any of its Subsidiaries, or hire or solicit any Person in any manner that, in each case of this clause (B), has the effect of restricting in any material respect the Company, its Subsidiaries or any of their respective Affiliates affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole; (v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates affiliates after the Effective Time) that materially restricts from the ability development, marketing or distribution of the Company or any of its Subsidiaries or such Affiliate to compete products and services, in any businesseach case, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any and in each of its Subsidiaries upon notice of 60 days or lessclause (A) and clause (B), other than customary confidentiality obligations; (viii) any Contract with respect to a each partnership, joint venture venture, strategic alliance, or partnership formed under the laws of any applicable jurisdiction; (vii) any similar Contract that would prevent provides for the sharing of revenues or materially delay the Company from performing its obligations under this Agreement in profits (other than any material respect; (viii) any Contract, excluding any purchase order such agreements solely between or similar documentation that does not contain material terms of the relationship between the parties, that is (A) a Material Customer Agreement, or (B) a Material Supplier Agreement; (ix) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material to among the Company and its Subsidiaries taken as a whole, or that is material to the Company or its Subsidiaries and purports to bind their respective Affiliates (including Parent or its Affiliates after the Effective Timewholly owned Subsidiaries); (xiii) any Government Contract; (xi) any Related Party Contract; (xii) any Company IP Agreements other than (A) Shrink-Wrap Licenses each acquisition or (B) Contracts including non-exclusive licenses divestiture Contract that contains representations, covenants, indemnities or other non-exclusive grants by the Company of rights in, to or under Company Intellectual Property entered into in the ordinary course of business consistent with past practice with customers of the Company or its Subsidiaries; and (xiii) other Contracts (other than this Agreement, purchase orders in the ordinary course of business consistent with past practice, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) that contain obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any of its Subsidiaries of future payments in the future thereunder in excess of $100,000 per annum 1,000,000; (iv) each Contract that gives any Person the right to acquire any equity interests, business or $500,000 during the life material assets of the Contract. Each such Company or any of its Subsidiaries (excluding Real Estate Purchase Agreements, any other Contracts executed in connection therewith in the ordinary course of business consistent with past practice and other ordinary course commitments to acquire or dispose of real property, including individual homes, lots, inventory, products, goods, services, supplies, equipment or off-the-shelf technology, Contracts relating to the joint acquisition of real property and Contracts that give any Person a right to or interest in the proceeds of sale of any real property), including any Contracts containing any right of first refusal or right of first offer or Contract described that limits the ability of the Company, any of its Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any of their equity interests, businesses or material assets after the date of this Agreement, in clauses each case, with consideration of more than $1,000,000; (v) each Contract that: (i) – provides for the authorship, invention, creation, conception or other development of any material Intellectual Property or Intellectual Property Rights (xiiiA) by the Company or a Subsidiary of the Company for any other Person or (B) for the Company or Subsidiary of the Company by any other Person (excluding agreements with employees, independent contractors, engineering firms (or engineers), architectural firms (or architects) or similar professional enterprises); (ii) provides for the assignment or other transfer of any ownership interest in material Intellectual Property or Intellectual Property Rights (A) to the Company from any other Person (excluding agreements with employees, independent contractors, engineering firms (or engineers), architectural firms (or architects) or similar professional enterprises) or (B) by the Company to any other Person; (iii) includes any grant of an Intellectual Property License to any other Person by the Company (other than, with respect to this subsection (iii), non-exclusive licenses granted to customers, contractors, consultants, engineering firms (or engineers), architectural firms (or architects) or similar professional enterprises in the ordinary course of business); or (iv) includes any grant of an Intellectual Property License by any other Person (other than, with respect to this subsection (iv) only, Intellectual Property Licenses for off-the-shelf Software and other Software that is not excluded pursuant to clause generally commercially available on standard terms, and non-exclusive licenses granted by customers, contractors, consultants, engineering firms (xor engineers), architectural firms (or architects) or similar professional enterprises or other vendors in the ordinary course of business); (vi) each settlement agreement or similar Contract (excluding any customary non-disclosure agreement) that (A)(x) imposes material obligations on the Company and its Subsidiaries after the date of this Agreement (for the avoidance of doubt, other than customary confidentiality obligations) or (y) involves payments after the date of this Agreement in excess of $1,000,000 or (B) is with a Governmental Entity; (vii) each Contract not otherwise described in any other subsection of this Section 3.15(a) pursuant to which the Company or any of its Subsidiaries is obligated, in accordance with the terms thereof, to pay, or entitled to receive, payments in excess of $5,000,000 in the twelve (12) month period immediately following the date of this Agreement, excluding Real Estate Purchase Agreements or any other Contracts that are expressly excluded from disclosure under any other category in this Section 3.15(a); (viii) each Contract that obligates the Company or any of its Subsidiaries to make any capital investment or capital expenditure, in each case (other than in respect of purchases of real property) outside the ordinary course of business and in excess of $1,000,000 per annum individually; (ix) each Contract that is a Material Supplier Agreement; (x) each Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements, in each case, for the benefit of the lead-in language in Section 3.9(a))applicable counterparty; (xi) each Affiliate Contract; (xii) each Contract providing for indemnification of any officer, whether director or not set forth on Section 3.9(a) employee of the Company Disclosure Letteror any of its Subsidiaries by the Company or any of its Subsidiaries, other than Contracts entered into on substantially the same form as the standard forms of the Company and its Subsidiaries; (xiii) each Contract creating (A) outstanding indebtedness for borrowed money (including debt securities) (or commitments in respect thereof), (B) obligations under forward currency exchanges, interest rate protection agreements, swap agreements or hedging arrangements, (C) obligations (as lessee) that are, or pursuant to GAAP, should be, recorded as capital or finance leases or (D) obligations similar to any of the foregoing, in each case, of the Company or of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset), in an amount in excess of $1,000,000; (xiv) each guaranty of any obligation made by the Company or any of its Subsidiaries on behalf of any Person other than the Company or any of its Subsidiaries, which could result in an amount owed in excess of $500,000; (xv) each Contract with any Service Provider providing annual base compensation opportunities in excess of $250,000 or that would otherwise entitle any such Service Provider with post-termination benefits the value of which exceeds $250,000, in each case, excluding commission opportunities and commission payment obligations; (xvi) each Labor Agreement; and (xvii) any Contract not otherwise described in any other subsection of this Section 3.15(a) that would constitute a “material contract” (as such term is referred defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K) with respect to herein the Company and its Subsidiaries, taken as a “Company Material Contractwhole.” (b) True True, correct and correct in all material respects complete copies of each Company Material Contract in effect as of the date of this Agreement have been made available to Parent or publicly filed with the SEC prior to the date hereofof this Agreement. Except None of the Company or any of its Subsidiaries is in (or with the passage of time or the giving of notice or both would be in) breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, as of the date of this Agreement, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) to any Material Contract is in breach of or default under the terms of any Company Material Contract, Contract and (ii) each of party to any Material Contract has performed all obligations required to be performed by it under such Contract. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Contracts Adverse Effect, each Material Contract is in full force and effect, and is the a valid, binding and enforceable obligation of the Company or its Subsidiary which is party thereto and its Subsidiaries, and to the Knowledge of the Company, of the each other parties party thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Company Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminateis in full force and effect, any Company Material Contractexcept as limited by applicable Laws affecting the enforcement of creditors’ rights generally or by general equitable principles (whether considered in a proceeding at law or in equity).