Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Property.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements as filed as exhibits an exhibit to the Company SEC DocumentsFilings or as set forth on Schedule 3.23, as there are none of the date following (each a “Material Contract”): (i) Contracts restricting the payment of this Agreementdividends upon, neither or the redemption, repurchase or conversion of, the Convertible Preferred Stock or the Common Stock issuable upon conversion thereof; (ii) joint venture, partnership, limited liability or other similar Contract or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company nor and its Subsidiaries, taken as a whole; (iii) any Contract relating to the acquisition or disposition of any business, stock or assets that (x) is material to the business of the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business consistent with past practice, or (y) has representations, covenants, escrows, indemnities, purchase price payments, “earn-outs”, adjustments or other obligations that are still in effect; (iv) Contracts containing any covenant (x) limiting the right of the Company or any of its Subsidiaries is to engage in any line of business or in any geographic area, or (y) prohibiting the Company or any of its Subsidiaries from engaging in business with any Person or levying a party to fine, charge or bound by:other payment for doing so; (iv) any “material contractcontracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, excluding any exhibits, schedules and annexes to such material contracts that are not required to be filed with the SEC, and those agreements and arrangements described in Item 601(b)(10)(iii); ) with respect to the Company and its Subsidiaries required to be filed with the SEC (iithe Material Contracts, together with any lease, binding commitment, option, insurance policy, benefit plan or other contract, agreement, instrument or obligation (whether oral or written) any Contract that (A) expressly imposes any material restriction on the right or ability of to which the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of may be bound, the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerContracts”); (iiivi) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing Contracts relating to indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of exceeding $25 million250,000; (ivvii) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, Contracts (other than the Transaction Agreements) that would be or purport to be binding on the Purchasers or any such Contract solely between of their Affiliates after the Company and its Subsidiaries or among the Company’s SubsidiariesClosing; (vviii) Contracts with any Contract expressly limiting Governmental Entity that imposes any material obligation or restricting the ability of restriction on the Company or any of its Subsidiaries, taken as a whole; and (ix) any material Contract with any current or former director, officer or employee, or with any HRG Affiliate. (b) Each Material Contract is valid and binding on the Company (and/or each such Subsidiary of the Company party thereto) and, to the Knowledge of the Company, on each other party thereto, and is in full force and effect, and neither the Company nor any of its Subsidiaries that is a party thereto, nor, to make distributions the Knowledge of the Company, any other party thereto, is in breach of, or declare default under, any such Material Contract, and no event has occurred that with notice or pay dividends lapse of time or both would constitute such a breach or default thereunder or would result in respect of their capital stock, partnership interests, membership interests the termination thereof or would cause or permit the acceleration or other equity interests, as change of any right or obligation of the case may be; (vi) loss of any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof benefit thereunder by the Company or any of its Subsidiaries Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except for such failures to be in excess of $25 million; and (vii) any material lease full force and effect and such breaches and defaults that would not, individually or sublease with respect in the aggregate, reasonably be expected to have a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement, Schedule 4.16(a) of the Company Benefit Plans Disclosure Letter sets forth a true and agreements filed as exhibits to the Company SEC Documentscomplete list, as of the date of this Agreement, neither of: (i) each contract (other than this Agreement) that involves a pending or contemplated merger, business combination, acquisition, purchase, sale or divestiture that requires the Company nor or any of its Subsidiaries to dispose of or acquire assets or properties with a fair market value in excess of $25,000,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $15,000,000, other than agreements solely among the Company and its wholly owned Subsidiaries; (iv) other than contracts entered into in the ordinary course of business, each contract under which the Company or a Subsidiary of the Company has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Company or a Subsidiary of the Company); (v) each contract that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward swap or other hedging transaction of any type, except for contracts entered into for bona fide hedging purposes; (vi) each employment contract to which the Company or a Subsidiary of the Company is a party other than at-will arrangements that can be terminated at any time without material liability to the Company or any of its Subsidiaries; (vii) each contract containing any non-compete, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete in any line of business or with any Person or geographic area; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and the Company Manager or any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries 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) or of the Company Manager, on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries is a party to or bound by:the indemnitor; (ixi) each vendor, supplier or consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within sixty (60) days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SEC); (iiExchange Act) any Contract that (Anot otherwise described in this Section 4.16(a) expressly imposes any material restriction on the right or ability of with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Schedule 4.16(a) of the Company Disclosure Letter are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 compete with any other person or acquire or dispose the knowledge of the securities of any Company, each other person party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or (B) contains an exclusivity or “most favored nation” clause that restricts in the business of aggregate, a Company Material Adverse Effect, neither the Company or nor any of its Subsidiaries is in a material manner; (iii) breach or default under any mortgageCompany Contract nor, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness to the knowledge of the Company or Company, is any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating party to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Company Contract solely between the in breach or default thereunder. Complete and accurate copies of each Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability in effect as of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company (including all amendments and modifications) have been furnished to or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect otherwise made available to a Company Leased Real PropertyParent.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as All Contracts of the date of this Agreementtypes referred to in clauses (i) through (v) below to which Parent, neither the Company nor Merger Sub, GP Merger Sub or any of its their Subsidiaries is a party to or bound by:by are referred to herein as “Parent Material Contracts.” (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company Parent or any of its Subsidiaries to compete with any other person Person or acquire or dispose of the securities of any other person Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company Parent or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of the Company Parent or any of its Subsidiaries in an amount in excess of $25 25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company Parent and its Subsidiaries or among the CompanyParent’s Subsidiaries;; or (v) any Contract expressly limiting or restricting the ability of the Company Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stockEquity Interests. Except for this Agreement, partnership intereststhe Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, membership interests and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or other equity interestsdelivery point requirements in such Contract, as the case may be;Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (vib) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any acquisition Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that contains “earn out” or is party thereto and, to the Knowledge of Parent, of each other contingent payment obligationsparty thereto, or remaining indemnity or similar obligationsand is in full force and effect, that could reasonably be expected subject to result in payments after the date hereof by the Company or any Equitable Exceptions and (iv) Parent and each of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect has performed all obligations required to a Company Leased Real Propertybe performed by it to date under each Parent Material Contract.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date The Parent Disclosure Schedule identifies each Parent Corporation Contract that constitutes a "Parent Material Contract." For purposes of this Agreement, neither each of the Company nor any of its Subsidiaries is following shall be deemed to constitute a party to or bound by"Parent Material Contract": (i) any “material contract” (as such term is defined in Item 601(b)(10) Contract relating to the employment of, or the performance of Regulation S-K services by, any employee or consultant, and any Contract pursuant to which any of the SECParent Corporations is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect of salary and the grant of standard benefits); (ii) any Contract that relating to the acquisition, transfer, development, sharing or license of any Proprietary Asset (Aexcept for any Contract pursuant to which any Proprietary Asset is licensed to the Parent Corporation under any third party software license generally available to the public); (iii) expressly imposes any material Contract which provides for indemnification of any officer, director, employee or agent; (iv) any Contract imposing any restriction on the right or ability of the Company or any of its Subsidiaries Parent (A) to compete with any other person or acquire or dispose of the securities of any other person or Person, (B) contains an exclusivity to acquire any product or “most favored nation” clause that restricts the business of the Company other asset or any of its Subsidiaries in a material manner; (iii) services from any mortgageother Person, note, debenture, indenture, security agreement, guaranty, pledge to sell any product or other agreement asset to or instrument evidencing indebtedness perform any services for borrowed money any other Person or to transact business or deal in any guarantee of such indebtedness of the Company other manner with any other Person, or (C) to develop or distribute any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariestechnology; (v) any Contract expressly limiting (A) relating to the acquisition, issuance, voting, registration, sale or restricting the ability transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing the Company with any right of first refusal with respect to, or right to repurchase or redeem, any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may besecurities; (vi) any acquisition Contract requiring that contains “earn out” Parent give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (vii) any Contract (not otherwise identified in this Section) that (A) has a term of more than 60 days or that may not be terminated by a Parent Corporation (without penalty) within 60 days after the delivery of a termination notice by such Parent Corporation and (B) that contemplates or involves (I) the payment or delivery of cash or other contingent payment consideration on or after the date hereof in an amount or having a value in excess of $50,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $50,000 in aggregate payments under such Contract; (viii) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or remaining indemnity involving or similar obligationsdirectly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between the Company and any contractor or subcontractor to any Governmental Body) and (B) that contemplates and involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $50,000 in aggregate payments under such Contract, or (B) the performance of services on or after the date hereof having a value in excess of $50,000 in aggregate payments under such Contract; (ix) any open purchase order placed by a Parent Corporation requiring future aggregate payments in excess of $25,000; (x) any Contract (not otherwise identified in this Section) that could reasonably be expected to result in payments after have a material effect on the date hereof by the Company business, condition, assets, liabilities, capitalization assets, liabilities, operations, or financial performance of any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Property.of

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries is a party to or bound byby any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (“Contract”) that: (i) any would be required to be filed by the Company as a “material contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC); (ii) includes any Contract that continuing or other contingent payment obligations (including any “earn-out” or indemnification obligations) arising in connection with the acquisition or disposition by the Company or any of its Subsidiaries of any business which payment obligations are or would reasonably be expected to be material to the Company; (iii) (A) expressly imposes limits in any material restriction respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would 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 (C) grants “most favored nation” status with respect to any material obligations that, after the Effective Time, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries; (iv) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract or other Contract representing, or any guarantee of, indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $100 million or (B) is a guarantee by the Company or any of its Subsidiaries of such indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company in excess of $100 million; (v) grants (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any person (other than the Company, a wholly-owned Subsidiary of the Company or a wholly-owned Subsidiary of the MLP) with respect to any asset that is material to the Company; (vi) was entered into to settle any material litigation and which imposes material ongoing obligations on the right Company or any of its Subsidiaries; (vii) limits or restricts the ability of the Company or any of its Subsidiaries to compete with any declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerequity interests; (iiiviii) any mortgageis a material partnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement company, joint venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability companycompany or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 15% or more and has invested or is contractually required to invest in excess of $100 million, other than with respect to any such Contract solely between wholly-owned Subsidiary of the Company and its Subsidiaries or among wholly-owned Subsidiary of the Company’s SubsidiariesMLP; (vix) relates to the acquisition or disposition of any Contract expressly limiting business or restricting assets (other than the ability purchase and sale of crude oil and products in the ordinary course of business consistent with past practice) pursuant to which the Company or any of its Subsidiaries to make distributions has any liability in excess of $100 million in any transaction or declare or pay dividends in respect series of their capital stock, partnership interests, membership interests or other equity interests, as the case may berelated transactions; (vix) (A) is a material joint operating agreement (JOA) or (B) defines any acquisition material area of mutual interest (AMI); or (xi) is a Contract that contains required to be set forth on Section 3.21(a)(xi) of the Company Disclosure Schedules. (b) Each such Contract described in clauses (i) through (x) above is referred to herein as a “earn out” Material Contract”. Each Material Contract is a valid and legally binding obligation of the Company and its Subsidiaries as applicable and, to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable by the Company or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any other contingent payment obligationsparty to a Material Contract is in breach or violation of any provision of, or remaining indemnity in default under, any Material Contract, and no event has occurred that, with or similar obligationswithout notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that could would not, individually or in the aggregate, reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to have a Company Leased Real PropertyMaterial Adverse Effect. A copy of each Material Contract has previously been delivered to Parent.

Material Contracts. (a) Except for this Agreement, contracts listed in Section 4.12(a) of the Company Benefit Plans and agreements Disclosure Letter or filed as exhibits to the Company SEC DocumentsFilings, as of the date of this Agreement, neither the Company nor any of its Subsidiaries Company Subsidiary is a party to or bound byby any contract that, as of the date hereof: (i) any “material contract” is required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (as such term is defined in Item 601(b)(104), (9) or (10) of Regulation S-K of promulgated by the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of obligates the Company or any Company Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of its Subsidiaries other reserves with respect to compete with debt obligations) in excess of $250,000 and is not cancelable within ninety (90) days without material penalty to the Company or any other person Company Subsidiary, except for any Company Lease or acquire or dispose of the securities of any other person or ground lease affecting any Company Property; (Biii) contains an any non-compete or exclusivity provisions with respect to any line of business or “most favored nation” clause geographic area that restricts the business of the Company or any Company Subsidiary, or that otherwise restricts the lines of its Subsidiaries business conducted by the Company or any Company Subsidiary or the geographic area in a material mannerwhich the Company or any Company Subsidiary may conduct business; (iiiiv) any mortgageother than the Company Charter and the Company Bylaws, note, debenture, indenture, security agreement, guaranty, pledge or other is an agreement or instrument evidencing indebtedness for borrowed money which obligates the Company or any guarantee of such indebtedness Company Subsidiary to indemnify any past or present directors, officers, trustees, employees and agents of the Company or any Company Subsidiary pursuant to which the Company or any Company Subsidiary is the indemnitor; (v) constitutes an Indebtedness obligation of its Subsidiaries the Company or any Company Subsidiary with a principal amount as of the date hereof greater than $1,000,000; (vi) would prohibit or materially delay the consummation of the Merger as contemplated by this Agreement; (vii) requires the Company or any Company Subsidiary to dispose of or acquire assets or properties (other than in connection with the expiration of a Company Lease, including without limitation a ground lease affecting a Company Property) with a fair market value in excess of $1,000,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction, except for any Company Lease, including without limitation a ground lease affecting a Company Property; (viii) constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a hedging transaction; (ix) sets forth the operational terms of a joint venture, partnership, limited liability company with a Third Party member or strategic alliance of the Company or any Company Subsidiary; (x) constitutes a loan to any Person (other than a wholly owned Company Subsidiary) by the Company or any Company Subsidiary (other than advances made pursuant to and expressly disclosed in the Company Leases or pursuant to any disbursement agreement, development agreement, or development addendum entered into in connection with a Company Lease with respect to the development, construction, or equipping of Company Properties or the funding of improvements to Company Properties) in an amount in excess of $25 million;1,000,000; or (ivxi) requires the payment of commissions (including leasing commissions or brokerage fees) or tenant improvements costs, allowances, or other concessions, in either case in an amount in excess of $10,000. Each contract (i) listed in Section 4.12(a) of the Company Disclosure Letter or (ii) filed as an exhibit to the Company SEC Filings as of the date hereof, in each case to which the Company or any joint ventureCompany Subsidiary is a party or by which it is bound as of the date hereof is referred to herein as a “Company Material Contract”. (b) Except as, partnership individually or in the aggregate, has not had and would not reasonably be expected to have, a Company Material Adverse Effect, each Company Material Contract is legal, valid, binding and enforceable on the Company and each Company Subsidiary that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, except as may be limited liability company agreement by bankruptcy, insolvency, reorganization, moratorium or other similar Contract relating Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as, individually or in the aggregate, have not had and would not reasonably be expected to the formationhave, creationa Company Material Adverse Effect, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among each Company Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each Company Material Contract and, to the knowledge of the Company’s Subsidiaries; (v) any , each other party thereto has performed all obligations required to be performed by it under such Company Material Contract expressly limiting or restricting prior to the ability date hereof. None of the Company or any Company Subsidiary, nor, to the knowledge of its Subsidiaries to make distributions the Company, any other party thereto, is in material breach or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsviolation of, or remaining indemnity default under, any Company Material Contract, and no event has occurred that with notice or similar obligationslapse of time or both would constitute a violation, breach or default under any Company Material Contract, except where in each case such breach, violation or default is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received notice of any violation or default under any Company Material Contract, except as set forth in Section 4.12(b) of the Company Disclosure Letter and such violations or defaults that could would not, individually or in the aggregate, reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to have a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 2.14 of the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsDisclosure Schedule sets forth a list, as of the date of this Agreement, neither of the following Contracts (each a “Material Contract”) to which the Company nor any of its Subsidiaries and each Subsidiary is a party or by which it or any of their properties, rights or assets are bound: (a) any Contract that provides for obligations, payments, Liabilities, consideration, performance of services or the delivery of goods to or bound by:by the Company or the Subsidiaries of any amount or value reasonably expected to be in excess of $250,000 annually; (b) any Contract (i) not to compete in any business or geographic area, (ii) that grants any Person the exclusive right to distribute products of the Company or the Subsidiaries, (iii) that grants “most favored nation” or similar preferred pricing to any Person, (iv) that grants rights of first refusal, rights of first offer, rights of first negotiation or similar rights or that materially limits the ability of the Company or the Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, (v) that grants any Person a right to require the Company or the Subsidiaries to purchase all or any portion of the Company’s or the Subsidiaries’ requirements from any third party, or (vi) that obligates the Company or the Subsidiaries to provide maintenance and/or support with respect to any discontinued products of the Company or the Subsidiaries or any prior version of any products of the Company or the Subsidiaries; (c) any employment agreement, severance agreement, bonus agreement, indemnification agreement, consulting agreement, non-compete agreement, change-in-control or golden parachute agreement or similar agreement with or for the benefit of any employee, director or officer of the Company or the Subsidiaries whose annual total compensation exceeds $150,000; (d) any collective bargaining agreement with any labor union or other collective bargaining representative; (e) any Contract related to the assignment, license or other disposition or encumbrance of Intellectual Property Rights owned or used by the Company (other than contracts or agreements for commercially available “off the shelf” software for which the Company pays fees less than $50,000 per year, or the Company’s standard customer contracts); (f) any Contract in which the ultimate contracting party is a Governmental Authority; (g) any Real Property Leases; (h) any Contract relating to Company Indebtedness or loans made by the Company, including all notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing (other than advances to employees for expenses in the Ordinary Course of Business or transactions with customers on credit in the Ordinary Course of Business); (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on is a letter of credit, bond or similar arrangement running to the right account of, or ability of for the benefit of, the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million250,000; (ivj) any joint venture, partnership Contract granting any Person a Lien on all or limited liability company agreement or other similar Contract relating to any part of the formation, creation, operation, management or control assets of any joint venture, partnership or limited liability companythe Company, other than any such Contract solely between Liens which will be released at or prior to the Company Closing and its Subsidiaries or among the Company’s SubsidiariesPermitted Liens; (vk) any Contract expressly limiting with the Top Customers or restricting Top Suppliers; (l) the ability Insurance Policies listed on Section 2.16 of the Disclosure Schedule; (m) any Contract governing any business acquisition or disposition, merger or similar transaction, by the Company, regardless of whether such transaction has yet been consummated, either (i) within the last five (5) years or (ii) pursuant to which any indemnification, earn out or other contingent or deferred payments or similar rights or obligations remain outstanding; (n) any Contract that provides for the payment of cash or other compensation or benefits upon the Merger and the consummation of the transactions contemplated hereby; (o) any Contract that relates to voting, transfer or other arrangements related to any equity interests of the Company or any of its the Subsidiaries to make distributions or declare or pay dividends in respect of their capital stockwarrants, partnership interests, membership interests options or other rights to acquire any equity interestsinterests of the Company or the Subsidiaries (other than this Agreement, the Merger and the transactions contemplated hereby); or (p) any Contract that is otherwise material to the operations and business prospects of the Company and the Subsidiaries. All of the Material Contracts are in full force and effect and constitute the valid, legal and binding obligation of the Company or the Subsidiaries, as applicable, and to the case may be; Knowledge of the Company, constitute the valid, legal and binding obligation of the other parties thereof, enforceable against each such Person in accordance with its terms, subject to (vii) any acquisition Contract that contains “earn out” the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other contingent payment obligationsaffecting the enforcement of creditor’s rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or remaining indemnity at law). There are no material breaches or similar obligations, that could reasonably be expected to result in payments after the date hereof defaults by the Company or the Subsidiaries under any of the Material Contracts or, to the Knowledge of the Company, events which with notice or the passage of time would constitute a material breach or default by the Company or the Subsidiaries, and neither the Company nor the Subsidiaries has received written notice of any such material breach or default from any other party under any of the Material Contracts. To the Knowledge of the Company, neither the Company nor its Subsidiaries in excess have received notice from any third party to any Material Contract requesting or threatening to amend, not renew or terminate such Material Contract. The Company is not a party to any Contract with a Governmental Authority. The Company has made available to Buyer true and complete copies of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertyall the Material Contracts, including all amendments thereto.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits Contracts relating to the Company SEC DocumentsRetained Assets, which will not be assumed by Acquirer, Schedule 3.15(a) of the Contributor Disclosure Schedule lists the following Contracts as of the date of this AgreementExecution Date (such Contracts, neither collectively, the Company nor any of its Subsidiaries is a party to or bound by:“Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contracts”): (i) any “material contract” Contract between any Propane Group Entity or Inergy Sales, on the one hand, and NRGY or any Affiliate of NRGY (as such term is defined in Item 601(b)(10) of Regulation S-K of other than the SECPropane Group Entities or Inergy Sales), on the other hand; (ii) any Contract that (A) expressly imposes contains any material restriction on the right provision or ability covenant which restricts any Propane Group Entity or Inergy Sales from engaging in any lawful business activity or competing in any line of the Company business or any of its Subsidiaries to compete with any other person Person or acquire in any geographic area or dispose during any period of time after the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerExecution Date; (iii) any mortgageContract that relates to the creation, noteincurrence, debenture, indenture, security agreement, guaranty, pledge assumption or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company any Indebtedness by any Propane Group Entity or any of its Subsidiaries in Inergy Sales with an aggregate principal amount in excess of exceeding $25 million100,000; (iv) any joint venture, Contract in respect of the formation of any partnership or limited liability company agreement joint venture or other similar Contract relating that otherwise relates to the formation, creation, operation, management joint ownership or control operation of the assets owned by any joint venture, partnership of the Propane Group Entities or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s SubsidiariesInergy Sales; (v) any Contract expressly limiting or restricting the ability of the Company Propane Group Entities or Inergy Sales that includes the acquisition or sale of assets (other than Contracts for Inventory entered into in the ordinary course of business) (A) with a value in excess of $5,000,000 or (B) pursuant to which any Propane Group Entity or Inergy Sales has continuing “earn-out” or similar obligations (in either case, whether by merger, sale of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests sale of assets or other equity interests, as the case may beotherwise); (vi) any acquisition Contract or commitment that contains “earn out” involves a sharing of profits by any Propane Group Entity or Inergy Sales with any other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; andPerson; (vii) any Contract that otherwise involves the annual payment or sale by or to any of the Propane Group Entities or Inergy Sales of more than $500,000 or 250,000 gallons of propane, respectively, and that cannot be terminated by the Propane Group Entities or Inergy Sales on ninety (90) days’ or less notice without the payment by the Propane Group Entities or Inergy Sales of any material lease penalty or sublease other further payment; (viii) all Contracts with independent contractors or consultants (or similar arrangements) to which any Propane Group Entity or Inergy Sales is a party involving annual payments in excess of $100,000 and that cannot be cancelled by such Propane Group Entity or Inergy Sales without penalty or further payment and without more than thirty (30) days’ notice; (ix) all Contracts with any Governmental Authority pursuant to which a Propane Group Entity or Inergy Sales has an obligation to sell propane in quantities that are in excess of 250,000 gallons; (x) any Contract involving annual payments in excess of $100,000 that contains most favored nations provisions or grants any exclusive rights, rights of first refusal, rights of first negotiation, participation or similar rights to any Person with respect to any assets or business opportunity of any Propane Group Entity or Inergy Sales; (xi) any lease of personal property under which any Propane Group Entity or Inergy Sales is lessee (A) providing for the payment by such Propane Group Entity or Inergy Sales of annual rent of $50,000 or more that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by the Propane Group Entities or Inergy Sales of any material penalty or other further payment; (xii) any agreement for the purchase by any Propane Group Entity or Inergy Sales of propane, heating oil, distillates, materials, supplies, goods, services, equipment or other assets with a Company Leased Real Propertyvalue in excess of $100,000 that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by such Propane Group Entity or Inergy Sales of any material penalty or other further payment; (xiii) any Contract relating to the transportation or storage of propane or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance Contract) in each case pursuant to which any Propane Group Entity or Inergy Sales receives annual revenues or makes annual payments in excess of $100,000; (xiv) any collective bargaining agreement to which any Propane Group Entity or Inergy Sales is a party; (xv) except for employment agreements relating to Excluded Employees, any employment agreement with a divisional president, senior vice president or Director–Fleet/Asset Management of any Propane Group Entity; (xvi) any Contract under which any Propane Group Entity or Inergy Sales is obligated to purchase or sell a specified volume of propane in excess of 250,000 gallons over the remaining term of such Contract, including any requirements contracts, “take-or-pay” or “ship-or-pay” Contracts; (xvii) any Hedging Agreement; (xviii) all licenses of Intellectual Property (A) from a Propane Group Entity or Inergy Sales to any third party and (B) to a Propane Group Entity or Inergy Sales (or a Contributor Party if utilized in or for the benefit of the Propane Business) from any third party, in each case, (1) pursuant to which any Propane Group Entity or Inergy Sales receives annual revenues or makes annual payments in excess of $100,000 and (2) excluding licenses associated with off-the-shelf software; (xix) any Contract between any of the Propane Group Entities or Inergy Sales and any officer, director or Affiliate of any of the Propane Group Entities or Inergy Sales (other than the NRGY Entities) or any immediate family member of any of the foregoing; and (xx) any Contract not specified above pursuant to which any Propane Group Entity or Inergy Sales has an obligation (payment or otherwise) exceeding $500,000. (b) Except as set forth on Schedule 3.15(b) of the Contributor Disclosure Schedule, each Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract has been made available to Acquirer, subject to the Clean Team Agreement, and (i) is a valid and binding obligation of the Propane Group Entity or Inergy Sales that is party thereto and (ii) is in full force and effect and enforceable in accordance with its terms against such Propane Group Entity or Inergy Sales, as applicable, and, to the Knowledge of the Contributor Parties, the other parties thereto, except in each case, as enforcement may be limited by Creditors’ Rights. (c) None of Inergy Sales or the Propane Group Entities nor, to the Knowledge of the Contributor Parties, any other party to any Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract is in default or breach, in any material respect, thereunder and no event has occurred that (i) with the giving of notice or the passage of time or both would constitute a breach or default, in any material respect, by Inergy Sales or such Propane Group Entity or, to the Knowledge of the Contributor Parties, any other party to any Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract, or (ii) would permit termination, modification or acceleration under any Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract by the counterparty thereto.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans Confidentiality Agreement, and agreements the Contracts filed as exhibits to the publicly available Company SEC DocumentsReports, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries is a party to or bound byby any Contract: (i) any that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the SEC)Securities Act; (ii) pursuant to which the Company or any Contract Subsidiary of the Company has any material continuing “earn-out” or other contingent payment obligations arising in connection with the acquisition or disposition by the Company of any business; (iii) containing any standstill or similar provision remaining in effect pursuant to which the Company or any Subsidiary of the Company has agreed not to acquire securities or material assets of another Person; (iv) that (A) expressly imposes limits in any material restriction respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would 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 Significant Subsidiaries or (C) grants “most favored nation” status that, following the Merger, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries; (v) that (A) is an indenture, loan or credit Contract, loan note, mortgage Contract, letter of credit or other Contract representing, or any guarantee of, indebtedness of the Company or any Subsidiary of the Company or (B) is a guarantee by the Company or any Subsidiary of the Company of the indebtedness of any Person other than the Company or a wholly owned Subsidiary of the Company; (vi) that grants with respect to any asset that is material to the Company or any of its Subsidiaries (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any Person (other than the Company or a wholly owned Subsidiary of the Company); (vii) that was entered into to settle any material litigation and which imposes material ongoing obligations on the right Company or any of its Subsidiaries; (viii) limiting or restricting the ability of the Company or any of its Subsidiaries to compete with any declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other person or acquire or dispose of the securities of any other person or equity interests; (Bix) contains an exclusivity or “most favored nation” clause that restricts the business of pursuant to which (A) the Company or any of its Subsidiaries in a grants to any third party any license, release, covenant not to ▇▇▇ or similar right with respect to material manner; Intellectual Property or (iiiB) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries receives a license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property owned by a third party (other than generally commercially available software in an amount in excess of $25 millionobject code form); (ivx) any joint venturethat is a partnership, partnership or limited liability company agreement company, joint venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability companycompany or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 10% or more, other than with respect to any such Contract solely between the Company and its Subsidiaries or among wholly owned Subsidiary of the Company’s Subsidiaries; (vxi) that relates to the acquisition or disposition of any Contract expressly limiting business or restricting assets or the ability sale or supply of any services pursuant to which the Company or any of its Subsidiaries to make distributions has any liability in excess of $20,000,000 individually or declare or pay dividends $50,000,000 in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may beaggregate; (vixii) any acquisition Contract that contains “earn out” requires or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be is expected to result require in the next year aggregate annual payments after the date hereof by or to the Company or any of its Subsidiaries in excess of $25 million20,000,000; andor (viixiii) to which the Company or any material lease of its Subsidiaries is a party, or sublease by which any of them are bound, the ultimate contracting party of which is a Governmental Entity (including any subcontract with respect a prime contractor or other subcontractor who is a party to any such contract). Each such Contract described in clauses (i) through (xiii) is referred to herein as a “Company Material Contract.” Each Company Material Contract (and each Contract that would be a Company Material Contract but for the exception of having been filed as an exhibit to a publicly available Company Report) is valid and binding on the Company and its Subsidiaries as applicable and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, and neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other party to a Company Leased Real PropertyMaterial Contract is in breach or violation of any provision of, or in default under, any Company Material Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. A true, complete and accurate copy of each Company Material Contract as of the date of this Agreement has previously been made available to Parent.

Material Contracts. (a) Except for this Agreement, The Company and the Company Benefit Plans and agreements Subsidiaries are not a party to or bound by any of the following Contracts except as set forth in Section 2(s) of the Disclosure Schedule or described in or filed as exhibits an exhibit to the Company SEC Documents (each, including any such Contracts listed in the Company SEC Documents, as a “Material Contract,” and collectively, the “Material Contracts”): i. any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of the date money or extension of this Agreement, neither the Company nor any of its Subsidiaries is a party credit to or bound by: (i) any “material contract” (as such term is defined by the Company, other than accounts receivables and payables in Item 601(b)(10) the ordinary course of Regulation S-K business and travel and similar advances to employees in the ordinary course of the SEC)business consistent with past practice; (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) . any joint venture, partnership or partnership, limited liability company agreement company, strategic alliance or other similar Contract relating to the formation, creation, operation, management or control of any partnership or joint venture; iii. any Contracts relating to all mergers, partnership consolidations, recapitalizations, reorganizations or limited liability companysimilar transactions, other than or any such Contract solely between acquisitions or dispositions material to the Company, currently contemplated by the Company and its Subsidiaries or among the Company’s Subsidiariesthat provide any ongoing material liabilities for payment of money, retention of liabilities, assets sold, indemnification or otherwise; (v) iv. any Contract expressly limiting providing for the payment by the Company or restricting the Company Subsidiaries of an amount in excess of $150,000 or to the Company or the Company Subsidiaries of an amount in excess of $150,000; v. non-competition, non-solicitation or exclusive dealing Contracts or other Contracts that restrict or limit or purport to restrict or limit in any material respect the ability of the Company or any of its Subsidiaries Affiliates to make distributions solicit customers, potential employees or declare the manner or pay dividends location in respect which the business of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries Affiliates may be conducted; vi. any Contract the benefits of which will be increased by the consummation of the transactions contemplated hereby 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; or vii. any other Contract the termination of which, or default under which, would, individually or in excess the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each of $25 million; and (vii) the Material Contracts to which the Company or any material lease Company Subsidiary is a party is in full force and effect and is a valid and binding obligation of the Company or sublease such Company Subsidiary, and to the knowledge of the Company, the other party thereto, enforceable against the Company or such Company Subsidiary, and to the knowledge of the Company, enforceable against the other party thereto in accordance with respect its terms. Neither the Company, nor to the knowledge of the Company, any other party to a Material Contract to which the Company Leased Real Propertyor any Company Subsidiary is a party, is in breach or violation of, or in default under, any such Material Contract to which it is a party and no event has occurred that, individually or in the aggregate, with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company, the Company Subsidiaries or, to the knowledge of the Company, by any other party thereto.

Material Contracts. (a) Except as set forth in Section 5.14(a) of the SpinCo Disclosure Schedule and except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsContracts that do not constitute SpinCo Assets, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries (other than SpinCo) (solely with respect to the SpinCo Business), or SpinCo, is a party to or otherwise bound by:by or subject to Contracts of the following types (together with any SpinCo Affiliate Contracts, the “SpinCo Material Contracts”): (i) any Contract that relates to the purchase or sale of goods or services pursuant to which the SpinCo Business has received more than $50,000 or paid more than $50,000 in the past twelve (12) months; (ii) any Contract that limits or purports to limit in any material respect the ability of the SpinCo Business to compete with any Person or in any line of business or in any geographic region in the world; (iii) any Contract that grants exclusive rights to a customer or a supplier or (to the extent material to the SpinCo Business) any other commercial counterparty that will relate to or affect the SpinCo Business after the Closing; (iv) any Contract that requires any future capital expenditures by the SpinCo Business in excess of $50,000 that will not be paid prior to the Closing; (v) any Contract that requires any milestone, earn out or similar payments to be made by the SpinCo Business in excess of $50,000 that will not be paid prior to the Closing; (vi) any Contract that relates to the creation, incurrence, assumption or guarantee of any indebtedness for borrowed money or any bonds, debentures, notes or similar instruments, in each case, in excess of $50,000; (vii) any Contract pursuant to which (A) any Person grants to SpinCo or, with respect to the SpinCo Business, to the Company or any of its Subsidiaries other than SpinCo, any license, right, permission, consent, non-assertion or release with respect to any Intellectual Property that is material to the SpinCo Business, other than (1) non-exclusive click-wrap, shrink-wrap or off-the-shelf Software licenses that are commercially available on standard and reasonable terms to the public generally with license, maintenance, support and other fees of less than $10,000 in any twelve (12)-month period, (2) non-disclosure agreements entered into in the ordinary course of business consistent with past practice and (3) non-exclusive licenses granted by any suppliers or service providers to SpinCo in the ordinary course of business consistent with past practice solely for the receipt of services from such supplier or service provider, and solely where such licenses are ancillary to the primary purpose of such Contract, or (B) SpinCo or, with respect to the SpinCo Business, the Company or any of its Subsidiaries other than SpinCo, grants any license, right, permission, consent, non-assertion or release with respect to any Intellectual Property that is material to the SpinCo Business, other than (1) non-exclusive licenses granted to customers SpinCo in the ordinary course of business consistent with past practice, (2) non-exclusive licenses granted to any suppliers or service providers by SpinCo in the ordinary course of business consistent with past practice solely for the benefit of SpinCo and (3) non-disclosure agreements entered into in the ordinary course of business consistent with past practice; (viii) any Contract to which SpinCo or, with respect to the SpinCo Business, the Company or any of its Subsidiaries other than SpinCo, is a party with any Governmental Authority; (ix) any lease, sublease, occupancy agreement or license for real property; (x) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or that otherwise involves any settled or threatened claim, action, suit or proceeding pursuant to which the SpinCo Business has (or will have after the Closing) any monetary or other material outstanding obligation; (xi) any Contract that contains “most favored nation” pricing provisions for the benefit of the relevant counterparty that will relate to or affect the SpinCo Business after the Closing; (xii) any joint venture, strategic alliance, joint development, partnership or similar arrangement; (xiii) any Contract relating to the acquisition or disposal or divestiture of, or investment in, any joint venture, partnership or similar arrangement or any material assets or businesses; (xiv) any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract or other similar arrangement of any kind where the counterparty or the ultimate customer is, or the work performed under such contract was funded by, a Governmental Authority; (xv) any Contract related to the Company’s “Jet Card Program”, including any Contracts with participants of the “Jet Card Program”; and (xvi) any Contract not otherwise described in any other subsection of this Section 5.14(a) that would be required to be filed by SpinCo as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any if SpinCo were subject to the reporting requirements of the Exchange Act as of the date hereof. The Company has made available to Parent copies of each SpinCo Material Contract that (A) expressly imposes any material restriction are correct and complete. Each SpinCo Material Contract is valid and binding on the right Company or ability its applicable Subsidiary, including SpinCo and, to the Knowledge of the Company or any of SpinCo, the counterparty thereto, and is in full force and effect and enforceable in accordance with its Subsidiaries terms, subject to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts Remedies Exception. Neither the business Company nor its applicable Subsidiary, including SpinCo is, and to the Knowledge of the Company or any of its Subsidiaries SpinCo, no counterparty thereto is, in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsbreach of, or remaining indemnity or similar obligationsdefault under, that could reasonably be expected to result any SpinCo Material Contract in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertyrespect.

Material Contracts. (a) Except for this AgreementSection 5.11(a) of the Disclosure Schedule sets forth an accurate and complete list of each of the following Contracts to which any Brand Company is a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company Benefit Plans and agreements filed as exhibits that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company SEC Documentsis bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement, neither the Company nor any Agreement to make payments in excess of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person $100,000 annually or (B) contains an exclusivity providing for the payment of cash or “most favored nation” clause that restricts other compensation or benefits upon the business consummation of the Company or any of its Subsidiaries in a material mannerContemplated Transactions; (iiiviii) Contracts involving any mortgage, note, debenture, indenture, security agreement, guaranty, pledge resolution or other agreement settlement of any actual or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount threatened Proceeding which involve (A) payments in excess of $25 million150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ivix) any joint venture, partnership or limited liability company agreement or other similar Contract relating than pursuant to the formationGaiam-FFL APA, creation, operation, management or control Contracts for the sale of any joint venture, partnership of the properties or limited liability companyassets of the Brand Companies, other than any such Contract solely between in the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability ordinary course of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stockbusiness consistent with past practice, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries for consideration in excess of $25 million150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (viix) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material lease respect thereunder. No other party to any Material Contract is in breach or sublease default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to a Company Leased Real Propertyany Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC) (other than any Company Benefit Plan); (ii) any Contract with the 50 largest customers of the Company and its Subsidiaries, taken as a whole, based on budgeted receipts for the fiscal year ended December 31, 2018 (the “Major Customers”) that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person Person or acquire solicit any client or dispose customer and, in each case, that following the Closing will materially restrict the ability of Parent or its Subsidiaries (other than the securities of Surviving Company and its Subsidiaries) to so compete or solicit; (iii) any other person Contract with a Major Customer that expressly obligates the Company or its Subsidiaries (Bor following the Closing, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or that contains an exclusivity or “most favored nation” clause or similar covenants; (iv) any Company employment agreement with any current executive officer or any current member of the Company Board; (v) any Contract entered into on or after January 1, 2015 that is a settlement agreement or includes a settlement agreement entered into in connection with a Proceeding and that materially restricts the operation of the business of the Company or any of its Subsidiaries in a material mannerSubsidiaries; (iiivi) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or Contract relating to Indebtedness (other agreement or instrument evidencing indebtedness for borrowed money than intercompany Indebtedness owed by the Company or any guarantee of such indebtedness wholly owned Subsidiary to any other wholly owned Subsidiary, or by any wholly owned Subsidiary to the Company) of the Company or any of its Subsidiaries in having an outstanding principal amount in excess of $25 million1,000,000; (ivvii) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (viii) any Contract with the twenty largest vendors of the Company and its Subsidiaries, taken as a whole, with respect to the fiscal year ended December 31, 2017 and any Contract with the twenty largest customers of the Company and its Subsidiaries, taken as a whole, based on budgeted receipts for the fiscal year ended December 31, 2018 (the “Top Customers”), in each case based on amounts paid to such vendor or received from such customer during such period; (ix) any Contract entered into on or after January 1, 2015 that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of sale in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of any Person, and with any outstanding obligations as of the date of this Agreement, in each case with a value in excess of $1,000,000; (x) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries;; and (vxi) any Contract expressly limiting with an affiliate or restricting other Person that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the ability Exchange Act. All contracts of the types referred to in clauses (i) through (xi) above are referred to herein as “Company Material Contracts.” (b) Neither the Company nor any Subsidiary of the Company is in material breach of or default in any respect under the terms of any Company Material Contract and, to the knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in material breach of or default in any respect under the terms of any Company Material Contract, and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Company’s knowledge, prior to the date hereof through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a material breach of or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any material benefit under the terms of any Company Material Contract. To the knowledge of the Company, each Company Material Contract (i) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and of each other party thereto, and (ii) is in full force and effect, subject to the Enforceability Exceptions, in each case, except as would not be material to the Company and its Subsidiaries, taken as a whole. There are no disputes pending or, to the Company’s knowledge, threatened with respect to any Company Material Contract, and neither the Company nor any of its Subsidiaries to make distributions or declare or pay dividends in respect has received any written notice of their capital stock, partnership interests, membership interests or the intention of any other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect party to a Company Leased Real PropertyMaterial Contract to terminate for default, convenience or otherwise, any Company Material Contract, in each case, except as would not be material to the Company and its Subsidiaries, taken as a whole.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans Agreement and agreements except for Contracts filed as exhibits to the Company SEC Documents, as of Reports filed prior to the date of this Agreement, neither as of the date hereof, none of the Company nor any of or its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Contract that would be required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K 4 of the SEC)Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract that involving the payment or receipt of amounts by the Company or any of its Subsidiaries, or relating to material Indebtedness (Aother than any Indebtedness solely between the Company and any of its Subsidiaries); (iii) expressly imposes any material restriction on joint venture contracts, strategic cooperation, partnership arrangements or other agreements outside the right ordinary course of business involving a sharing of profits, losses, costs or ability of liabilities by the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 millionthird party; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of that limits in any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting material respect the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect any of their respective employees to compete in any material line of business or with any Person or entity or in any geographic area or during any period of time in a manner that is material to the Company and its Subsidiaries, taken as a whole; (v) any material Contract entered into after June 30, 2011 or not yet consummated, for the acquisition or disposition, directly or indirectly (including by merger, consolidation, combination or amalgamation) of assets (other than assets purchased pursuant to capital stock, partnership interests, membership interests expenditures) or share capital or other equity interests, as the case may beinterests of another Person; (vi) any acquisition Contract that contains “earn out” between or among the Company or any of its Subsidiaries, on the one hand, and any of their respective Affiliates (other contingent payment obligationsthan the Company or any of its Subsidiaries), or remaining indemnity or similar obligationson the other hand, that could reasonably be expected involves payments, taken as whole, that is material to result in payments after the date hereof by Company and its Subsidiaries; (vii) any Contract between the Company or any of its Subsidiaries in excess and any director or executive officer of $25 millionthe 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; (viii) any Contract (other than Contracts granting Company Options) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the Merger where (A) such Contract requires any payment, taken as whole, that is material to the Company and its Subsidiaries or (B) the value of the outstanding receivables due to the Company and its Subsidiaries under such Contract, taken as whole, that is material to the Company and its Subsidiaries; and (viiix) any other contracts and agreements, whether or not made in the ordinary course of business, which are material lease to the Company and its Subsidiaries, taken as a whole, or sublease with respect to the conduct of their respective businesses, or the absence of which would have a Company Leased Real PropertyMaterial Adverse Effect. Each such Contract described in clauses (i) through (ix) above and each such Contract that would be a Material Contract but for the exception of being filed as an exhibit to the Company SEC Reports is referred to herein as a “Material Contract”. (b) As of the date of this Agreement, except as would not have a Company Material Adverse Effect, (i) each Material Contract is a legal, valid and binding obligation of the Company or its Subsidiaries party thereto and, to the Company’s Knowledge, the other parties thereto, (ii) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in breach or violation of, or default under, any Material Contract and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Company’s Knowledge, the action or inaction of any third party, that with notice or lapse of time or both would constitute a breach or violation of, or default under, any Material Contract and (iii) to the Company’s Knowledge, the Company and its Subsidiaries have not received any written claim or notice of default, termination or cancellation under any such Material Contract.

Material Contracts. (a) Except for (i) this AgreementAgreement (and the Contracts contemplated to be entered into hereunder by the Company), (ii) contracts, arrangements or understandings to which the Company Benefit Plans and agreements or any Company Subsidiary is a party as of the date of this Agreement (the “Contracts”) filed as exhibits to the Company SEC DocumentsReports or (iii) as set forth in Section 3.15(a) of the Company Disclosure Letter (such Contracts collectively, the “Material Contracts”), as of the date of this Agreement, neither none of the Company nor or any of its Subsidiaries Company Subsidiary is a party to or bound by: (i) any “material contract” (as such term Contract that is defined in required to be filed by the Company pursuant to Item 601(b)(10) 15 of Regulation SForm 10-K of under the SEC)Exchange Act; (ii) any Contract relating to any credit, loan or facility arrangement, guarantee or Indebtedness (whether or not incurred, assumed, guaranteed or secured by any asset of the Company or any Company Subsidiary) of more than US$2,000,000 for each such Contract individually, other than any Indebtedness between or among any of the Company and any Company Subsidiary; (iii) any joint venture Contract, strategic cooperation or partnership arrangements, or other agreement involving a sharing of profits, losses, costs or liabilities by the Company or any Company Subsidiary with any Third Party, in each case that is material to the business of the Company and the Company Subsidiaries taken as a whole; (Aiv) expressly imposes all Contracts relating to the purchase or sale of any Shares or other securities of the Company or any Company Subsidiary that has a fair market value or purchase price of more than US$1,000,000 under which there are material rights or obligations outstanding; (v) any Contract that limits, or purports to limit, the ability of the Company or any Company Subsidiary to compete in any material restriction on line of business or with any person or entity or in any geographic area or during any period of time; (vi) any Contract prohibiting the right payment of dividends or ability distributions in respect of the capital stock of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose wholly owned Company Subsidiaries, prohibits the pledging of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business capital stock of the Company or any wholly owned Company Subsidiary or prohibits the issuance of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of guaranty by the Company or any of its Subsidiaries in an amount in excess of $25 millionwholly owned Company Subsidiary; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vvii) any Contract expressly limiting or restricting the ability of the Company or providing for any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stockindemnification, partnership interestsearn-out, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” installment or other contingent payment obligations, or remaining indemnity obligations or similar obligations, payments that is still in effect and could reasonably be expected to result in payments after payment of more than US$250,000, to or from the date hereof Company or any Company Subsidiary, by or to any Third Party; (viii) any Contract providing for the acquisition from another person or disposition to another person, directly or indirectly (by merger, license or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such Contract (or series of related Contracts) in excess of US$5,000,000; (ix) any Contract that are license agreements material to the business of the Company and the Company Subsidiaries, taken as a whole, pursuant to which the Company or any of its the Company Subsidiaries licenses in excess Intellectual Property or licenses out Intellectual Property owned by the Company or such Company Subsidiary or Company Subsidiaries (other than license agreements for commercially available software on standard terms or non-exclusive licenses granted in the ordinary course of $25 millionbusiness); and (viix) any material lease Contract providing for any change of control or sublease with respect similar payments to a third party in excess of US$1,000,000. (b) Except as would not reasonably be expected to have a Company Leased Real PropertyMaterial Adverse Effect, (i) each Material Contract is valid and binding on the Company or a Company Subsidiary and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights, and to general equity principles; (ii) as of the date of this Agreement, to the knowledge of the Company, no other party is in material breach or violation of, or default under, any Material Contract; (iii) the Company and the Company Subsidiaries have not received any written claim of material default under any such Material Contract and, to the knowledge of the Company, no fact or event exists that could give rise to any claim of material default under any Material Contract; and (iv) the Company has not received, as of the date of this Agreement, any notice in writing from any person that such person intends to terminate any Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Benefit Plans Disclosure Letter contains a complete and agreements filed as exhibits to the Company SEC Documentscorrect list, as of the date hereof, of each Contract described below in this Agreement, neither Section 4.17(a) under which the Company nor 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 Company Subsidiary is a party or to which any of their respective properties or bound by:assets is subject, in each case as of the date hereof 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) (other than this Agreement), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Acceptance Time) to compete or engage in any line of business or geographic region or with any Person, or sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, the Company Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the Acceptance Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) each Contract that limits the freedom of the Company or any Company Subsidiary to negotiate or, except for provisions requiring notice or consent to assignment by the counterparty thereto, consummate any of the Transactions; (iii) any material partnership, joint venture, strategic alliance, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar material Contract; (iv) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,000; (v) each Contract that gives any Person the right to acquire any assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase Company Products) after the date hereof with consideration of more than $1,000,000; (vi) Contracts of the type described in clauses (i) and (ii) of Section 4.14(h); (vii) other than in the ordinary course of business consistent with past practice, any Contract to provide Source Code for any Company Product to any third Person, including any Contract to put such Source Code in escrow with a third Person on behalf of a licensee or contracting party; (viii) any settlement agreement or similar Contract restricting in any material respect the operations or conduct of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Acceptance Time); (ix) 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 excess of $5,000,000 in the twelve (12) month period following the date hereof; (x) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (xi) each Contract that is a Material Customer Agreement, a Material Supplier Agreement or a Material Reseller Agreement; (xii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Acceptance Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or material assets; (xiii) each Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that are binding on the Company or its affiliates (including Parent and its affiliates after the Acceptance Time); (xiv) each non-ordinary course Contract that contains any material indemnification obligations by the Company or any Company Subsidiary; (xv) each Company Government Contract pursuant to which the Company receives annual revenue in excess of $1,000,000; (xvi) each Company Lease; (xvii) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $500,000 or relating to any Liens on the assets of the Company or any Company Subsidiary; (xviii) 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 reasonably expected to be in excess of $500,000 or with a notional value in excess of $500,000; (xix) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary, any beneficial owner, directly or indirectly, of more than five percent (5%) of the number or voting power of the shares of Company Common Stock or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate, beneficial owner, associate or immediate family member; and (xx) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations. (c) True and complete copies of each Company Government Contract Bid that, if accepted, would be a Material Contract of the type specified in Section 4.17(a)(xv) (a “Material Government Bid”) have been made available to Parent prior to the date hereof. (d) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, (i) each Company Government Contract is binding on the Company or the Company Subsidiary party thereto and is in full force and effect, subject to the Enforceability Limitations, (ii) no Company Government Contract or offer, quotation, bid or proposal to sell products or services made by the Company or any Company Subsidiary to any Governmental Entity or any prime contractor (a “Government Contract that (ABid”) expressly imposes any material restriction on is the right subject of bid or ability award protest proceedings resulting from the conduct of the Company or any of its Subsidiaries, and (iii) neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Company Government Contract. The Company and the Company Subsidiaries are in compliance, and have been in compliance since January 1, 2016, in all material respects with the terms and conditions of each Company Government Contract and Government Contract Bid, including all clauses, provisions and requirements incorporated expressly by reference or by operation of Law therein. Except as has not been, and would not reasonably be expected to compete be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2016, neither any Governmental Entity nor any prime contractor or subcontractor has notified the Company or any Company Subsidiary in writing that the Company or any Company Subsidiary has, or is alleged to have, breached or violated in any material respect any Law, representation, certification, disclosure, clause, provision or requirement pertaining to any Company Government Contract or Government Contract Bid. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2016, no costs incurred by the Company or any Company Subsidiary pertaining to any Company Government Contract have been proposed for disallowance or deemed finally disallowed in writing by a Governmental Entity, and no material payment due to the Company or any Company Subsidiary pertaining to any Company Government Contract has been withheld or set off, nor has any claim been made to withhold or set off any such payment. (e) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2016, (i) none of the Company, any Company Subsidiary or any of their respective Principals (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended or excluded, or to the Company’s Knowledge, proposed for debarment, suspension or exclusion, from participation in or the award of Contracts or subcontracts for or with any other person Governmental Entity or acquire or dispose of the securities of doing business with any other person or Governmental Entity, (Bii) contains an exclusivity or “most favored nation” clause that restricts the business none of the Company or any of its Subsidiaries in a material manner; Company Subsidiary has received any request to show cause (excluding for this purpose ineligibility to bid on certain Contracts due to generally applicable bidding requirements), (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness none of the Company or any Company Subsidiary, to the Company’s Knowledge, is the subject of its Subsidiaries in an amount in excess a finding of $25 million; non-compliance, nonresponsibility or ineligibility for government contracting, (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability none of the Company or any Company Subsidiary is for any reason listed on the List of its Subsidiaries to make distributions or declare or pay dividends in respect Parties Excluded from Federal Procurement and Nonprocurement Programs, (v) neither the Company nor any Company Subsidiary, nor any of their capital stockrespective directors, partnership interestsofficers, membership interests employees or other equity interestsPrincipals (as defined in Federal Acquisition Regulation 52.209-5), as nor to the case may be; (vi) Company’s Knowledge, any acquisition Contract that contains “earn out” consultants or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by agents of the Company or any of its Subsidiaries in excess of $25 million; and (vii) Company Subsidiary, is or has been under administrative, civil or criminal investigation, indictment or information by any material lease or sublease Governmental Entity with respect to the award or performance of any Company Government Contract, the subject of any actual or, to the Company’s Knowledge, threatened in writing, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of the Company or any Company Subsidiary with respect to any Company Government Contract, including any alleged material irregularity, misstatement or omission arising thereunder or relating thereto, and to the Company’s Knowledge, there is no basis for any such investigation, indictment, lawsuit or audit and (vi) neither the Company nor any Company Subsidiary has made any voluntary disclosure (A) to any Governmental Entity with respect to any alleged material irregularity, misstatement, omission, fraud or price mischarging, or other violation of Law, arising under or relating to a Company Leased Real PropertyGovernment Contract or (B) under the Federal Acquisition Regulation mandatory disclosure or payment provisions to any Governmental Entity and, to the Company’s Knowledge, there are no facts that would require mandatory disclosure thereunder.

Material Contracts. (a) Except for this Agreement and the Separation and Distribution Agreement, Section 4.18(a) of the Company Benefit Plans Disclosure Letter contains an accurate and agreements filed as exhibits complete list of the following Contracts to which the Company SEC Documents, or any Company Subsidiary is a 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 Agreement, neither the Company nor any Disclosure Letter, together with each Contract required to be listed in Section 4.16(l) of its Subsidiaries is the Company Disclosure Letter and each Contract required to be filed by the Company as a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), a “Material Contract”): (i) each Contract (A) the terms of which obligate or may in the future obligate the Company or any Company Subsidiary to make any severance, termination or similar payment to any current or former employee or (B) pursuant to which the Company or any Company Subsidiary may be obligated to make any transaction, retention bonus or similar payment to any current or former employee or director; (ii) any each Contract that (A) expressly imposes any material restriction on materially limiting the freedom or right or ability of the Company or any Company Subsidiary (or, after the Effective Time, Parent or any of its Subsidiaries Affiliates) to engage in any line of business or compete with any other person or acquire or dispose of the securities of Person in any other person or geographic area, (B) contains an exclusivity or containing any “most favored nationnations” clause that restricts the terms and conditions (including with respect to pricing) or exclusivity obligations, (C) granting any right of first refusal, right of first offer, right of negotiation or similar right with respect to any material assets or business of the Company or any Company Subsidiary, or (D) that requires the Company or any Company Subsidiary to purchase a minimum quantity of its Subsidiaries in a material mannergoods or supplies relating to any Company Product; (iii) each Contract that provides for indemnification (or reimbursement or advancement of legal fees or expenses) of any mortgagecurrent or former officer, note, debenture, indenture, security agreement, guaranty, pledge director or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness employee of the Company or any of its Subsidiaries in an amount in excess of $25 millionCompany Subsidiary; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between each Lease under which the Company and its Subsidiaries or among the Company’s Subsidiariesany Company Subsidiary leases, subleases or licenses any real property (whether as lessor or lessee); (v) each Contract not otherwise disclosed pursuant to this Section 4.18(a) requiring or otherwise expected to involve (together with all other Contracts with the counterparty thereto) the potential payment by or to the Company and the Company Subsidiaries of more than an aggregate of $2,800,000 in any 12-month period following the date hereof and that is not terminable without penalty or further payment by the Company or any Company Subsidiary on less than 90 days’ notice; (vi) each Contract expressly limiting (A) for the disposition of any material assets or restricting the ability business of the Company or any Company Subsidiary, (B) for the acquisition, directly or indirectly, of its Subsidiaries a material portion of the assets or business of any other Person (whether by merger, sale of stock or assets or otherwise) or (C) related to make distributions any disposition or declare acquisition of material assets or pay dividends in respect business of their capital stockthe Company that contains continuing representations, partnership interestscovenants, membership interests indemnities or other equity interests, as the case may be; obligations (vi) any acquisition Contract that contains including “earn out” or other contingent payment obligations); (vii) each Contract for any material joint venture, or remaining indemnity partnership, strategic alliance, collaboration or similar obligationsrevenue sharing or partnering arrangement; (viii) each Contract that is material to the Company and the Company Subsidiaries, taken as a whole, and (A) that could reasonably relates to the research, testing, clinical trial, development, commercialization, manufacture, marketing, importation, exportation, sale, distribution, supply or license of the Company Platform or any Company Product or (B) under which non-clinical or clinical data relating to the Company Platform or any Company Product is or may be expected generated; (ix) each Contract (other than in respect of trade debt incurred in the ordinary course of business consistent with past practice) related to result in payments after indebtedness for borrowed money or any guarantees of any of the date hereof by foregoing or the granting of Liens (other than Permitted Liens) over the property or assets of the Company or any Company Subsidiary; (x) each Contract under which the Company or any Company Subsidiary (A) is required to make any expenditure including a capital commitment, loan or capital expenditure, of its Subsidiaries in excess more than an aggregate of $25 million; and5,000,000 after the date of this Agreement or (B) has, directly or indirectly, made any loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Company or any Company Subsidiary and other than investments in marketable securities in the ordinary course of business consistent with past practice); (viixi) each Contract involving (A) “milestone” or other similar contingent payments, including upon the achievement of regulatory or commercial milestones, or (B) payment of royalties or other amounts calculated based upon sales, revenue, income or similar measure of the Company, any material lease Company Subsidiary or sublease with respect to a any Company Leased Real Property.Product;

Material Contracts. (a) Except for this Agreement, Agreement and the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documentsother Transaction Agreements, as of the date hereof, none of this Agreement, neither the Company nor any of T or its Subsidiaries is a party to nor are any of Company T’s or its Subsidiaries’ properties or assets bound by: (i) any “material contract” (as such term is defined in Contract that would be required to be filed or furnished by Company T pursuant to Item 601(b)(10) of Regulation S-K 19 and paragraph 4 of the SEC)Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract that (A) expressly imposes any material restriction on the granting a right of first refusal, first offer or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerfirst negotiation; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any a partnership, joint venture, partnership or limited liability companycompany or similar arrangement; (iv) any Contract for the acquisition, other than any such Contract solely between the sale or lease (including leases in connection with financing transactions) of material properties or assets of Company and its Subsidiaries T (by merger, purchase or among the Company’s Subsidiariessale of assets or stock or otherwise); (v) any Contract expressly limiting with any Governmental Entity; (vi) any Contract involving the payment or restricting receipt of amounts by Company T or its Subsidiaries, or relating to indebtedness for borrowed money or any financial guaranty, of more than US$4,000,000; (vii) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of the Company T or any of its Subsidiaries to make distributions compete in any geographic area, industry or declare or pay dividends in respect line of their capital stock, partnership interests, membership interests or other equity interests, as the case may bebusiness; (viviii) any acquisition Contract that contains “earn out” or other contingent payment obligationsa put, or remaining indemnity call or similar obligations, that could reasonably be expected right pursuant to result in payments after the date hereof by the which Company T or any of its Subsidiaries in excess could be required to purchase or sell, as applicable, any equity interests of $25 million; andany Person; (viiix) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of Company T or any of its Subsidiaries, (B) pledging of share capital of Company T or any of its Subsidiaries or (C) issuance of guaranty by Company T or any of its Subsidiaries; or (x) any material lease or sublease with respect to a Company Leased Real PropertyT IP Agreements other than agreements for Off-the-Shelf Software and UGC Agreements (all such Contracts described in clauses (i) through (x), and any Company T VIE Contracts, collectively, the “Company T Material Contracts”).

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to Plans, the Company SEC Documents, Real Property Leases and as set forth on Section 3.18(a) of the date of this AgreementCompany Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by, as of the date of this Agreement: (i) any “joint venture, co-development, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture or partnership that is material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K to the business of the SEC)Company and its Subsidiaries, taken as a whole; (ii) any Contract that (A) expressly imposes imposing any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person Person or acquire operate in a geographical area that would be binding on Parent or dispose any of its Subsidiaries after the securities Closing; (iii) any Contract that is an indenture, credit or loan agreement, security agreement, guarantee, note, mortgage or other Contract providing for or securing Indebtedness for borrowed money, deferred payment or the imposition of any Lien other person than Permitted Liens (in each case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $5,000,000 (Beach, a “Company Indebtedness Contract”); (iv) contains an exclusivity or “most favored nation” clause that restricts the business of any Contract pursuant to which the Company or any of its Subsidiaries (A) is granted rights in a material manner; any third-party Intellectual Property (iiiexcluding any commercially available, unmodified off-the-shelf software licensed for annual aggregate license fees of less than $250,000) or (B) has granted to any mortgage, note, debenture, indenture, security agreement, guaranty, pledge Person any licenses or other agreement or instrument evidencing indebtedness for borrowed money or rights under any guarantee of such indebtedness of Company Intellectual Property owned by the Company or any of its Subsidiaries (excluding nonexclusive license grants in an amount in excess the ordinary course of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariesbusiness consistent with past practice); (v) any Contract expressly limiting settlement, conciliation or restricting similar agreement (x) with any Person that would reasonably be expected to be material to the ability of Company and its Subsidiaries taken as a whole or (y) which would require the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect consideration of their capital stock, partnership interests, membership interests or other equity interests, as more than $500,000 after the case may bedate of this Agreement; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity any standstill or similar obligations, that could reasonably be expected agreement pursuant to result in payments after the date hereof by which the Company or any of its Subsidiaries in excess has agreed not to acquire assets or securities of $25 million; andanother Person that would be binding on Parent or any of its Subsidiaries after the Closing; (vii) any Contract that (A) relates to the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of any Person other than the Company or any of its Subsidiaries for aggregate consideration in excess of $3,000,000 or pursuant to which the Company or any of its Subsidiaries has continuing material lease “earn out” or sublease other similar material contingent payment obligations outstanding; or (B) gives any Person the right to acquire any assets of the Company or its Subsidiaries (or any interests therein) after the date hereof with respect a total consideration of more than $3,000,000; (viii) any Contract that provides for aggregate payments by or to the Company and/or its Subsidiaries in excess of $7,500,000 in any 12-month period, other than any such Contracts that may be cancelled, terminated or withdrawn upon notice of ninety (90) days or less without material liability or continuing obligation on the part of the Company or any of its Subsidiaries; (ix) any Contract that obligates the Company or its Subsidiaries to conduct business on an exclusive basis with any Person or that contains “most favored nation” or similar covenants, in each case other than any such Contracts that may be cancelled, terminated or withdrawn upon notice of ninety (90) days or less without material liability or continuing obligation on the part of the Company or any of its Subsidiaries; (x) any Contract containing continuing indemnification rights or obligations (other than those indemnification obligations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole); or (xi) any Contract with a Governmental Entity that is material to the Company Leased Real Propertyand its Subsidiaries taken as a whole. All of the Contracts of the types referred to in this Section 3.18(a) are referred to herein as “Company Material Contracts.” (b) 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 reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. 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 reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect and enforceable against the Company or the Subsidiary of the Company which is party thereto in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. As of the date of this Agreement, the Company has provided to Parent true and complete copies of all Company Material Contracts.

Material Contracts. (a) Except for this Agreement, as set forth in the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsBDC Disclosure Schedule, as of the date of this Agreement, neither the Company BDC nor any of its Subsidiaries Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to to, or is bound or affected by: , or receives benefits under, (i) any “material contract” contract relating to the borrowing of money by BDC or any of its Subsidiaries or the guarantee by BDC or any of its Subsidiaries of any such obligation (as such term is defined other than contracts pertaining to fully-secured repurchase agreements, and trade payables, and contracts relating to borrowings or guarantees made in Item 601(b)(10) the ordinary course of Regulation S-K of the SECbusiness); , (ii) any Contract contract containing covenants that (A) expressly imposes any material restriction on limit the right or ability of the Company BDC or any of its Subsidiaries to compete in any line of business or with any other person Person, or acquire to hire or dispose engage the services of any Person, or that involve any restriction of the securities of any other person geographic area in which, or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company method by which, BDC or any of its Subsidiaries in a material manner; may carry on its business (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money than as may be required by Law or any guarantee of such indebtedness of the Company Governmental Authority) (as each are hereinafter defined), or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company contract that requires it or any of its Subsidiaries to make distributions deal exclusively or declare on a “sole source” basis with another party to such contract with respect to the subject matter of such contract, (iii) any contract for, with respect to, or pay dividends in respect of their capital stockthat contemplates, partnership interestsa possible merger, membership interests consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity interestssecurities not in the ordinary course of business consistent with past practice, as the case may be; with respect to BDC or any of its Subsidiaries, (viiv) any acquisition Contract that contains “earn out” lease of real or personal property providing for annual lease payments by or to BDC or its Subsidiaries in excess of $25,000 per annum other contingent payment obligationsthan financing leases entered into in the ordinary course of business in which BDC or any of its Subsidiaries is the lessor, or remaining indemnity (v) any contract that involves expenditures or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company receipts of BDC or any of its Subsidiaries in excess of $25 million25,000 per year not entered into in the ordinary course of business consistent with past practice. The contracts of the type described in the preceding sentence, whether or not in effect as of the date of this Agreement, shall be deemed “Material Contracts” hereunder. With respect to each of BDC’s Material Contracts that is disclosed in the BDC Disclosure Schedule, or would be required to be so disclosed if in effect on the date of this Agreement: (A) each such Material Contract is in full force and effect; and (viiB) neither BDC nor any of its Subsidiaries is in material lease or sublease default thereunder with respect to a Company Leased Real Propertyeach Material Contract, as such term or concept is defined in each such Material Contract; (C) neither BDC nor any of its Subsidiaries has repudiated or waived any material provision of any such Material Contract; and (D) no other party to any such Material Contract is, to BDC’s knowledge, in material default in any material respect. True copies of all Material Contracts, including all amendments and supplements thereto, are attached to the BDC Disclosure Schedule. (b) Neither BDC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for BDC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) Except for this Agreement, as Previously Disclosed on Section 4.16(a) of the Company Disclosure Schedule and except for any Employee Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsPlan, as of the date of this Agreement, Agreement neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any Contract (whether written or bound by:oral) (each, whether or not Previously Disclosed, a “Material Contract”): (i) any that is a “material contract” (as such term is defined in within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K of the SEC)K; (ii) that contains a non-compete or client or customer non-solicit requirement or any Contract other provisions that (A) expressly imposes materially restricts the conduct of, or the manner of conducting, any material restriction on the right or ability line of the business of Company or any of its Subsidiaries to compete with any other person or acquire or dispose (or, upon consummation of the securities Merger, of Parent, Citizens or any other person or of their respective Subsidiaries); (Biii) contains an exclusivity or “most favored nation” clause that restricts the business of the obligates Company or any of its Subsidiaries (or, upon consummation of the Merger, of Parent, Citizens or any of their respective Subsidiaries) to conduct business with any third party on an exclusive or preferential basis in a material mannereach case that involves the payment of more than $250,000 per annum; (iiiiv) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge that requires referrals of business or other agreement or instrument evidencing indebtedness for borrowed money requires Company or any guarantee of such its Affiliates to make available investment opportunities to any Person on a priority or exclusive basis in any material respect; (v) that relates to the incurrence of indebtedness of the by Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase or other liabilities incurred in an the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions in a principal amount in excess of $25 million500,000 or more; (ivvi) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Company or any of its Subsidiaries; (vii) that limits the payment of dividends by Company or any of its Subsidiaries; (viii) that relates to a joint venture, partnership or partnership, limited liability company agreement or other similar Contract relating agreement or arrangement with any third party, or to the formation, creation, creation or operation, management or control of any joint venture, partnership or limited liability company, other than joint venture with any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariesthird parties; (vix) any Contract expressly limiting that relates to an acquisition, divestiture, merger or restricting the ability of the similar transaction and which contains covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (x) that provides for payments to be made by Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect any of their capital stock, partnership interests, membership interests respective successors upon or other equity interests, as a result of the case may betransactions contemplated by this Agreement (“Change of Control Payments”); (vixi) any acquisition Contract that contains “earn out” provides for the guarantee or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof indemnification by the Company or any of its Subsidiaries of any Person, except for Contracts entered into in excess the ordinary course of business providing for customary and immaterial indemnification in a principal amount of $25 million; and500,000 or less; (viixii) any material lease that is a consulting agreement or sublease with respect data processing, software programming or licensing Contract involving the payment of more than $100,000 per annum; (xiii) that grants to a Person any right in Company Leased Real PropertyOwned Intellectual Property or grants to Company or any of its Subsidiaries a license to any Intellectual Property rights of another Person, in each case that involves the payment or more than $100,000 per annum; (xiv) to which the Company, on one hand, and any Affiliate, officer, director or employee of Company or any of its Subsidiaries, on the other hand, is a party (exclusive of any ordinary course of business employment relationships or deposit or loan relationships set forth on Section 4.26(f) of the Company Disclosure Schedule); (xv) that would prevent, materially delay or materially impede Company’s ability to consummate the Merger or the other transactions contemplated hereby; (xvi) that contains a put, call or similar right pursuant to which Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets; (xvii) that involves the payment, on a one-time basis or on an annual basis, of $100,000 or more and is not terminable by Company on sixty (60) days or less notice and without penalty (other than deposit liabilities, trade payables, federal funds purchased, and advances and loans from the Federal Home Loan Bank); or (xviii) that is otherwise not entered into in the ordinary course of business and that is material to Company or any Subsidiary of Company or their financial condition or results of operations. (b) Company has previously furnished to Parent true, correct and complete copies of each Material Contract. Each Material Contract is a valid and legally binding agreement of Company or one of its Subsidiaries, as applicable, and, to the Knowledge of Company, the counterparty or counterparties thereto, is enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception) and is in full force and effect. Company and each of its Subsidiaries have duly performed in all material respects all obligations required to be performed by them prior to the date hereof under each Material Contract. Neither Company nor any of its Subsidiaries, and, to the Knowledge of Company, any counterparty or counterparties, is in material breach of any Material Contract. No event or condition exists that constitutes, after notice or lapse of time or both, will constitute, a material breach, violation or default on the part of Company or any of its Subsidiaries under any such Material Contract or provide any party thereto with the right to terminate such Material Contract. (c) Section 4.16(c) of the Company Disclosure Schedule sets forth a true and complete list of all Material Contracts pursuant to which (i) consents or waivers are or may be required and (ii) notices are required to be given, in each case, prior to the performance by Company of this Agreement and the consummation of the Merger and the other transactions contemplated hereby.

Material Contracts. (a) Except for this Agreement, as disclosed in the Company Benefit Plans and agreements filed as exhibits to the Specified Company SEC Documents, to the extent that it is reasonably apparent that the disclosure in the Specified Company SEC Documents is responsive to the matters set forth in this Section 3.12(a), as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: by any contract, arrangement, commitment or understanding (whether written or oral), other than hedging or similar arrangements in the ordinary course of business consistent with past practice, (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, (ii) which materially restrains, limits or impedes the Company’s or any of its Subsidiaries’ ability to compete with or conduct any business or any line of business (including (A) geographic limitations on the Company’s or any of its Subsidiaries’ activities or (B) any confidentiality agreement, area of mutual interest or standstill agreement with any third party (or any agent thereof) that contains any exclusivity or standstill provisions that are or will be binding on the Company, any of its Subsidiaries or, after the Effective Time, Parent or any of its Subsidiaries); provided that (x) the Company need not disclose in the Company Disclosure Letter information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements prohibit the Company from disclosing the existence or any terms of such agreements to third parties, except that if any such agreements contain any material restrictions, limits or impediments on the Company’s or its Subsidiaries’ ability to compete with or conduct any business or any line of business, such restrictions, limits and impediments shall be disclosed without providing the identity of the parties to the agreements on the Company’s Disclosure Letter, and (y) the Company need not disclose on its Disclosure Letter to this Agreement information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements relate to a potential sale of all or substantially all of the assets or equity securities of the Company (whether by merger or otherwise), except that the Company shall disclose on the Company’s Disclosure Letter the date of each such agreement, (iii) which is a material take-or-pay agreement or other similar agreement that entitles purchasers of production to receive delivery of Hydrocarbons without paying therefor, (iv) which contains a put, call or other right of acquisition or disposition pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests (including licensing or leasehold interests) of any Person or assets that have a market value or purchase price of more than $5,000,000, or, with respect to calls on production, that obligate the Company or any of its Subsidiaries to sell Hydrocarbons at a price which is less than market value, (v) which is a partnership or joint venture relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Company and its Subsidiaries, taken as a whole, in which the Company, directly or indirectly, owns more than a 10% voting or economic interest, or any interest valued at more than $10,000,000 without regard to percentage voting or economic interest, or (vi) which is otherwise material to the Company and its Subsidiaries taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 3.12(a) (i) through (vi), whether or not disclosed in the Specified Company SEC Documents, is referred to herein as a “Company Material Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC or disclosed in the Specified Company SEC Documents, is a Company Material Contract); . The Company has previously made available to Parent true, complete and correct copies of each Company Material Contract other than those which the Company is entitled to omit from the Company Disclosure Letter pursuant to the proviso to clause (ii) any of the first sentence of this Section 3.12(a). (i) Each Company Material Contract that is valid and binding and in full force and effect, (Aii) expressly imposes any material restriction the Company and each of its Subsidiaries has performed in all respects all obligations required to be performed by it to date under each Company Material Contract, (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the right or ability part of the Company or any of its Subsidiaries to compete with under any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the such Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; Material Contract and (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control Knowledge of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) , no other party to such Company Material Contract is in default in any Contract expressly limiting respect thereunder, except in each case for any invalidity, nonperformance, event, condition or restricting default that, individually or in the ability of aggregate, has not had, and would not be reasonably likely to have, a Material Adverse Effect on the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyCompany.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements All Contracts required to be filed as exhibits to the Company Veeco SEC DocumentsDocuments have been so filed in a timely manner. Section 3.16(a) of the Veeco Disclosure Schedule sets forth a true and complete list, as of the date hereof, of this Agreementeach of the following Contracts, neither the Company nor excluding any Veeco SEC Documents and any Veeco Benefit Plans, to which Veeco or any of its Subsidiaries is a party to or by which Veeco or any of its Subsidiaries or any of their assets or businesses are bound by:(and any amendments, supplements and modifications thereto): (i) any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECExchange Act); (ii) any Contract that materially limits the ability of Veeco or any of its affiliates (including, following the consummation of the Transactions, the Surviving Corporation and its affiliates) to engage or compete in any line of business or in any geographic area; (iii) any Contract required to be disclosed pursuant to Item 404 of Regulation S-K of the Exchange Act; (iv) any Contract or series of related Contracts relating to indebtedness for borrowed money (A) expressly imposes any material restriction on the right in excess of $1,000,000 or ability (B) that becomes due and payable as a result of the Company Transactions; (v) all Contracts granting any licenses, sublicenses, rights, interest or options into or any Intellectual Property granted by Veeco or any of its Subsidiaries to compete with any Person (including coexistence agreements, prior rights agreements, rights of first refusal, rights of last refusal, covenants not to sue and immunities from suit), other person or acquire or dispose of the securities of any other person or than (A) non-disclosure agreements on Veeco’s standard form made available to Axcelis, (B) contains an exclusivity non-material and non-exclusive licenses granted by Veeco or its Subsidiaries to advertising agencies, vendors and other similar contractors in the ordinary course of business consistent with past practice, (C) non-material customer agreements in which the grants to the applicable customer of rights to use Intellectual Property are non-exclusive and incidental to and not material to performance under the agreement and (D) customary licenses granted to employees in the ordinary course of business consistent with past practice; (vi) all Contracts granting any licenses, sublicenses, rights, interest or options into or any Intellectual Property granted by any Person to Veeco or any of its Subsidiaries, other than (A) licenses to generally commercially available Software licensed pursuant to a standard “off-the-shelf” or “shrink wrap” or “click wrap” agreements, (B) non-material agreements in which the grants in, to or under Intellectual Property are non-exclusive and incidental to, and not material to, performance under the agreement and (C) customary licenses granted from employees in the ordinary course of business consistent with past practice; (vii) any purchase, sale or supply contract that contains volume requirements or commitments, exclusive or preferred purchasing arrangements, most favored nation” clause nation provisions or promotional requirements, other than any such Contracts that restricts are not material to Veeco and its Subsidiaries; (viii) any Veeco Lease reasonably expected to result in payments of base rent in excess of $1,000,000 in any twelve (12) month period after the business Closing Date; (ix) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the Company ability of Veeco or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses (in a material mannerany case in excess of $1,000,000); (iiix) any mortgageacquisition or divestiture agreement (A) entered into since December 31, note, debenture, indenture, security agreement, guaranty, pledge 2023 with a purchase price in excess of $1,000,000 or (B) that contains “earn-out” provisions or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness contingent payment obligations that could reasonably be expected to exceed $1,000,000 (including indemnification obligations) that have not been satisfied in full as of the Company date hereof; (xi) any agreement that by its terms limits the payment of dividends or other distributions by Veeco or any of its Subsidiaries in an amount in excess of $25 millionSubsidiaries; (ivxii) any Contract for any joint venture, partnership or limited liability company agreement similar arrangement, or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting involving a sharing of revenues, profits, losses, costs, or restricting the ability of the Company liabilities by Veeco or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or with any other equity interests, as the case may bePerson; (vixiii) any acquisition “single source” supply Contract pursuant to which goods or materials that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected are material to result in payments after the date hereof by the Company Veeco or any of its Subsidiaries in excess of $25 millionare supplied to Veeco or such Subsidiary from an exclusive source; andor (viixiv) any material lease Contract with any Governmental Entity. (b) Veeco has heretofore made available to Axcelis true, correct and complete copies of the Contracts set forth in Section 3.16(a). (c) Except as has not had and would not reasonably be expected to have, individually or sublease in the aggregate, a Veeco Material Adverse Effect, (i) all Contracts set forth or required to be set forth in Section 3.16(a) of the Veeco Disclosure Schedule or filed or required to be filed as exhibits to the Veeco SEC Documents (the “Veeco Material Contracts”) are valid, binding and in full force and effect and are enforceable by Veeco or its applicable Subsidiary in accordance with respect their terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought, (ii) Veeco, or its applicable Subsidiary, has performed all obligations required to a Company Leased Real Propertybe performed by it under the Veeco Material Contracts, and it is not (with or without notice or lapse of time, or both) in breach or default thereunder and, to the Knowledge of Veeco, no other party to any Veeco Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since December 31, 2023, neither Veeco nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Veeco Material Contract, and (iv) neither Veeco nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, materially change the scope of rights under or fail to renew any Veeco Material Contract.

Material Contracts. (a) Except for this Agreement, the Company Parent’s Benefit Plans and agreements filed as exhibits to the Company Parent SEC Documents, as of the date of this Agreement, neither the Company Parent nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company Parent or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company Parent or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company Parent or any of its Subsidiaries in an amount in excess of $25 100 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company Parent and its Subsidiaries or among the CompanyParent’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company Parent or any of its Subsidiaries in excess of $25 100 million; and (vii) any material lease or sublease with respect to a Company Parent Leased Real Property. All contracts of the types referred to in clauses (i) through (vii) above are referred to herein as “Parent Material Contracts.” (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract. Each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent which is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Remedies Exceptions.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound byby any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (excluding (i) any Hydrocarbon Contract (as defined above but disregarding any materiality qualifiers in such definition) that is a lease, easement or other instrument constituting the chain of title to the properties and assets onshore in the United States owned or held by the Company or any of its Subsidiaries and (ii) any Company Benefit Plan) (each, a “Contract”) that: (i) any would be required to be filed by the Company as a “material contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC); (ii) includes any Contract contingent payment obligations or similar payment obligations (including any “earn-out” obligations) that would require payments to any person (other than the Company, a wholly-owned Subsidiary of the Company, Parent, or any wholly-owned Subsidiary of the Parent) arising in connection with the acquisition or disposition by the Company or any of its Subsidiaries of any business which payment obligations would reasonably be expected to result in future payments by the Company or its Subsidiaries that exceed, individually or in the aggregate, $100 million; (iii) (A) expressly imposes limits in any material restriction respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would 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 (C) grants “most favored nation” status with respect to any material obligations that, after the Effective Time, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries, and would run in favor of any Person (other than the Company, a wholly-owned Subsidiary of the Company, Parent, or any wholly-owned Subsidiary of Parent); (iv) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract, or other Contract representing, or any guarantee of, indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $100 million (excluding any government-mandated or state-wide bonds or guarantees) or (B) is a guarantee by the Company or any of its Subsidiaries of such indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company in excess of $100 million (excluding any government-mandated or state-wide bonds or guarantees); (v) grants (A) rights of first refusal, rights of first negotiation or similar rights, or (B) puts, calls or similar rights, to any person (other than the Company or a wholly-owned Subsidiary of the Company) with respect to any asset that is material to the Company; provided that, in each case of (A) and (B), with respect to any Hydrocarbon Contract (as defined above but disregarding any materiality qualifiers in such definition) related to any properties or assets owned or held by the Company or any of its Subsidiaries, only to the extent that such rights would be triggered by the Transactions; (vi) was entered into to settle any material litigation and which imposes material ongoing obligations on the right Company or any of its Subsidiaries; (vii) limits or restricts the ability of the Company or any of its Subsidiaries to compete with any declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerequity interests; (iiiviii) any mortgageis a partnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement company, joint venture or other similar Contract agreement or arrangement, in each case that is material to the Company, relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability companycompany or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 15% or more and has invested or is contractually required to invest capital in excess of $100 million, other than with respect to any such Contract solely between the Company and its Subsidiaries or among wholly-owned Subsidiary of the Company’s Subsidiaries; (vix) relates to the acquisition or disposition of any Contract expressly limiting business or restricting assets (other than the ability purchase and sale of Hydrocarbons and products in the ordinary course of business consistent with past practice) pursuant to which the Company or any of its Subsidiaries to make distributions has any liability in excess of $100 million in any transaction or declare or pay dividends in respect series of their capital stock, partnership interests, membership interests or other equity interests, as the case may berelated transactions; (vix) is a material joint operating agreement (JOA) in each of the geographic regions set forth in Section 3.21(a)(x) of the Company Disclosure Schedules (provided that, for these purposes, “material” shall mean material to the Company and its Subsidiaries with respect to their operations in such geographic region); (xi) is a Contract required to be set forth on Section 3.21(a)(xi) of the Company Disclosure Schedules (such Contracts, the “Specified Contracts”); (xii) is a Contract providing for indemnification of any officer or director of (A) the Company or (B) any acquisition Contract of its Significant Subsidiaries (excluding the MLP and its Subsidiaries); or (xiii) is any confidentiality agreement or standstill agreement the Company has entered into with any third party (or any agent thereof) that contains “earn out” is in effect on the date of this Agreement containing any exclusivity or other contingent payment obligationsstandstill provisions that are or will be binding on the Company, or remaining indemnity or similar obligationsany of its Subsidiaries or, that could reasonably be expected to result in payments after the date hereof by Effective Time, Parent or any of its Subsidiaries, including, after the Effective Time, the Company or any of its Subsidiaries in excess of $25 million; andSubsidiaries. (viib) Each such Contract described in clauses (i) through (xii) and not (xiii) above is referred to herein as a “Material Contract.” Each Material Contract is a valid and binding obligation of the Company and its Subsidiaries as applicable and, to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable by the Company or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and neither the Company nor any material lease or sublease with respect of its Subsidiaries, nor, to the knowledge of the Company, any other party to a Material Contract is in breach or violation of any provision of, or in default under, any Material Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Leased Real PropertyMaterial Adverse Effect. A copy of each Material Contract has previously been made available to Parent.

Material Contracts. (a) Except for this Agreement, as set forth in Section 3.20 of the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsDisclosure Schedule, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries is a party to or bound by: by any Contract that (i) any is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC); , (ii) any Contract that (A) expressly imposes any material restriction on would, after giving effect to the right Merger, materially limit or ability of restrict the Company Surviving Corporation or any of its Subsidiaries to compete with or any other person successor thereto, from engaging or acquire competing in any line of business or dispose of the securities of in any other person geographic area that it currently engages in or (B) that contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; non-solicitation provisions with respect to customers, (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge limits or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting otherwise restricts the ability of the Company or any of its Subsidiaries to pay dividends or make distributions to its shareholders or declare (iv) provides for the operation or pay dividends management of any material operating assets of the Company or its Subsidiaries by any person other than the Company or its Subsidiaries. Each Contract of the type described in respect this Section 3.20, whether or not set forth on Section 3.20 of their capital stockthe Company Disclosure Schedule is referred to herein as a “Company Material Contract.” Each Company Material Contract is a valid and binding obligation of the Company or its Subsidiary party thereto enforceable against the Company or its Subsidiary party thereto and, partnership intereststo the knowledge of the Company, membership interests each other party thereto, in accordance with its terms (except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other equity interestssimilar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought) and, is in full force and effect, and each of the Company and each of its Subsidiaries which is a party thereto has performed in all material respects all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the knowledge of the Company, each other party to each Company Material Contract has performed in all material respects all obligations required to be performed by it under such Company Material Contract, except, in each case, as would not, individually or in the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsaggregate, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries in excess has knowledge of, or has received written notice of, any violation of $25 million; and or default under (viior any condition which with the passage of time or the giving of written notice would cause such a violation of or default under) any material lease Company Material Contract to which it is a party or sublease with respect by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Leased Real PropertyMaterial Adverse Effect or, after giving effect to the Merger, a Parent Material Adverse Effect. “Contract” or “contract” means any written agreement, undertaking, contract, commitment, lease, license, permit, franchise, concession, deed of trust, contract, note, bond, mortgage, indenture, arrangement or other instrument or obligation.

Material Contracts. (a) Except as set forth in the exhibit index for this Agreementthe Company’s Annual Report on Form 10-K for the year ended September 30, the Company Benefit Plans and agreements filed 2005 or as exhibits permitted pursuant to the Company SEC Documents, as of the date of this AgreementSection 6.1, neither the Company nor any of its Subsidiaries is a party to or bound by: by (i) any agreement relating to the incurring of Indebtedness by the Company or any of its Subsidiaries in an amount in excess of $2,000,000 in the aggregate, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, “Instruments of Indebtedness”), (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); , (iiiii) any Contract that non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any material respect (A) expressly imposes the ability of the Company or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any material restriction on portion of the right business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or ability would be conducted, or any non-competition or exclusive dealing agreement, or any other agreement or obligation of the type described in (A) or (B) of this clause (iii) which following the Closing would purport to apply to Parent or any of its Affiliates other than the Company and its Subsidiaries, (iv) any agreement providing for the indemnification, in excess of $1,000,000, by the Company or a Subsidiary of the Company of any Person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgageSubsidiaries, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting joint venture or restricting partnership agreement, (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to make distributions own, operate, sell, transfer, pledge or declare otherwise dispose of any material assets or pay dividends in respect of their capital stockbusiness, partnership interests, membership interests or other equity interests, as the case may be; (vivii) any acquisition Contract contract or agreement providing for any payments in excess of $1,000,000 that contains “earn out” are conditioned, in whole or other contingent payment obligationsin part, on a change of control of the Company or remaining indemnity any of its Subsidiaries, (viii) any collective bargaining agreement, (ix) any agreement material to the Company and its Subsidiaries, taken as a whole, pertaining to the use of or similar obligationsgranting any right to use or practice any rights under any Intellectual Property, that could reasonably be expected (x) any agreements pursuant to result in payments after the date hereof by which the Company or any of its Subsidiaries leases any material real property or leases any material real property to third parties, (xi) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries, (xii) any contract or other agreement to which Apogent Technologies Inc. (“Former Company Parent”) or any of its present or former Subsidiaries is a party or otherwise bound, and (xiii) any other contract or other agreement not made in excess the ordinary course of $25 million; andbusiness consistent with past practice that (A) is material to the Company and its Subsidiaries taken as a whole or (B) would reasonably be expected to materially delay or prevent the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations listed in clauses (i) through (xiii) being referred to herein as “Company Material Contracts”). None of the Company Material Contracts contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party. Section 4.9(a) of the Company Disclosure Schedule sets forth as of the date hereof all of the Company Material Contracts. (viib) Each Company Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of the Company, any other party thereto, and each Company Material Contract is in full force and effect. Neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract or is aware of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any material Company Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. (c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. For purposes of this Agreement, “Indebtedness” of a Person shall mean (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes and similar instruments, (iii) all leases of such Person capitalized in accordance with GAAP, and (iv) all obligations of such Person under sale-and-lease or sublease with respect back transactions, agreements to a Company Leased Real Propertyrepurchase securities sold and other similar financing transactions.

Material Contracts. (a) Except for this Agreement, the Company Rowan Benefit Plans Plans, agreements with customers for the provision of drilling and related services, agreements filed as exhibits to the Company Rowan SEC DocumentsDocuments or as set forth on the applicable subsection of Section 3.19(a) of the Rowan Disclosure Schedule, as of the date of this Agreementhereof, neither the Company Rowan nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company Rowan or any of its Subsidiaries to compete with any other person or in any geographic area or acquire or dispose of the securities of any other another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of Rowan and its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company Rowan or any of its Subsidiaries in an amount in excess of $25 50.0 million, except any transaction among Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries; (iv) any executory Contract that provides for the acquisition or disposition of assets, rights or properties with a value in excess of $50.0 million, except any transaction among Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries; (v) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between the Company Rowan and its Subsidiaries or among the CompanyRowan’s Subsidiaries; (vvi) any Contract expressly limiting or restricting the ability of the Company Rowan or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vivii) any acquisition Contract that obligates Rowan or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than any loan or capital contribution to, or investment in, (A) Rowan or one of its Subsidiaries or (B) any person (other than an officer, director or employee of Rowan or any of its Subsidiaries) that is less than $50.0 million to such person; (viii) any Contract that by its terms calls for aggregate payments by or to Rowan or any of its Subsidiaries of more than $50.0 million in the aggregate over the remaining term of such Contract, except for (A) Contracts with a customer and (B) any such Contract that may be cancelled by Rowan or any of its Subsidiaries with a penalty or other liability of less than $10.0 million to Rowan or any of its Subsidiaries, upon notice of 60 days or less; (ix) any Contract that involves, or is reasonably expected in the future to involve, annual revenues of $50.0 million; (x) any Contract providing for drilling unit construction, repair, modification, life extension, overhaul or conversion for an amount in excess of $50.0 million; (xi) any Contract with a customer with a remaining duration of greater than 180 days, including fixed price customer options; (xii) any Contract that includes any affiliate of Rowan as a counterparty or third party beneficiary and that would be required to be disclosed under Item 404 of Regulation S-K of the SEC; (xiii) any Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company Rowan or any of its Subsidiaries in excess of $25 50.0 million; and; (viixiv) any material lease or sublease with respect to a Company Rowan Leased Real PropertyProperty with remaining payments in excess of $10.0 million; and (xv) any Contract the loss or breach of which would reasonably be expected to have a Rowan Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as Section 3.16 of the date Pivotal Disclosure Letter lists (1) the EMC-Pivotal Customer Contracts and (2) each Contract of this Agreementthe following types, neither other than a Pivotal Plan or any Contract solely among Pivotal or any of its Subsidiaries, on the Company nor one hand, and VMware or any of its Subsidiaries, on the other hand, to which Pivotal or any of its Subsidiaries is a party to or bound byby which any of their respective properties or assets is bound: (i) any Contract that would be required to be filed by Pivotal as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the SEC)Securities Act or disclosed by Pivotal on a Current Report on Form 8-K; (ii) any Contract that (A) expressly imposes any material restriction on limits the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company Pivotal or any of its Subsidiaries in a material manner, to compete in any line of business or with any Person or in any geographic area, which business or geographic area is material to Pivotal and its Subsidiaries, taken as a whole, or that materially restricts the right of Pivotal and its Subsidiaries in a material manner to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third Person “most favored nation” status or any type of special discount rights; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating with respect to the formation, creation, operation, management or control of any a joint venture, partnership or partnership, limited liability company, or other than similar agreement or arrangement; (iv) any such Contract solely between the Company relating to Indebtedness and its Subsidiaries or among the Company’s Subsidiarieshaving an outstanding principal amount in excess of $1,000,000; (v) any Contract expressly limiting involving the acquisition or restricting the ability disposition, directly or indirectly (by merger or otherwise), of the Company assets or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests stock or other equity interests, as interests for aggregate consideration (in one or a series of transactions) under such Contract of $1,000,000 or more (other than acquisitions or dispositions of inventory in the case may beordinary course of business consistent with past practice); (vi) any acquisition Contract that contains by its terms calls for aggregate payment (including royalties) by Pivotal and its Subsidiaries under such Contract of more than $5,000,000 over the remaining term of such Contract; (vii) any Contract pursuant to which Pivotal or any of its Subsidiaries has continuing indemnification, guarantee, “earn earn-out” or other contingent payment obligations, or remaining indemnity or similar obligations, in each case that could reasonably be expected to result in payments after in excess of $5,000,000, other than indemnification arrangements arising pursuant to Contracts with customers relating to Pivotal Products in the date hereof by ordinary course of business; Table of Contents (viii) any Contract that is a license agreement, covenant not to ▇▇▇ agreement or co-existence agreement or similar agreement that is material to the Company business of Pivotal and its Subsidiaries, taken as a whole, to which Pivotal or any of its Subsidiaries is a party and (a) licenses in Intellectual Property owned by a third party, or (b) licenses out Intellectual Property owned by Pivotal or its Subsidiaries or agrees not to assert or enforce Intellectual Property owned by Pivotal or such Subsidiary, other than, in the case of (a), (1) non-exclusive licenses for software or a cloud service that is generally commercially available and not embedded in, integrated or bundled with a Pivotal Product, and (2) Open Source Licenses, and in the case of (b), (3) non-exclusive licenses granted to any Person in the ordinary course of business where the license is granted for the purpose of the Person’s provision of services to Pivotal or any of its Subsidiaries, including such Contracts with individual employees or independent contractors, and in the case of (a) and (b), (4) non-exclusive licenses relating to Pivotal Products with customers and potential customers of Pivotal or any of its Subsidiaries entered into in the ordinary course of business, (5) stand-alone confidentiality agreements entered into in the ordinary course of business and (6) Contracts with VMware, EMC Corp, Dell or any of their Affiliates; (ix) any Contract that obligates Pivotal or any of its Subsidiaries to make any capital commitment, loan or expenditure in an amount in excess of $25 million; and5,000,000; (viix) any Contract not entered into in the ordinary course of business between Pivotal or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of Pivotal, Dell, EMC Corp, VMware or any of their respective Affiliates; (xi) any Current Government Contract; (xii) any Material Customer Contract with a Top Customer; or (xiii) any Contract to which Pivotal or any of its Subsidiaries is a party and pursuant to which Intellectual Property owned by a third party is exclusively licensed (or similar exclusive rights are granted) to Pivotal or any of its Subsidiaries, excluding Intellectual Property that is not material lease to the business of Pivotal and its Subsidiaries, taken as a whole. Each contract of the type described in subsection (a)(1) and subsection (a)(2) clauses (i) through (xiii) is referred to herein as a “Material Contract.” (i) Each Material Contract is valid and binding on Pivotal and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of Pivotal, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or sublease with respect in the aggregate, would not have a Material Adverse Effect; (ii) Pivotal and each of its Subsidiaries, and, to the knowledge of Pivotal, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, other than any obligations for which the failure to perform would not be material to Pivotal and its Subsidiaries, taken as a Company Leased Real Propertywhole; and (iii) there is no default under any Material Contract by Pivotal or any of its Subsidiaries or, to the knowledge of Pivotal, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of Pivotal or any of its Subsidiaries or, to the knowledge of Pivotal, any other party thereto under any such Material Contract, nor has Pivotal or any of its Subsidiaries received any notice of any such default, event or condition, except where any such default, event or condition, individually or in the aggregate, would not have a Material Adverse Effect. Pivotal has Made Available to VMware true and complete copies of all Material Contracts, including all amendments thereto.

Material Contracts. (a) Except for this Agreement(x) Contracts that do not constitute Spinco Assets or Spinco Liabilities, and (y) any Contract that is an Additional Transfer Document, as of the date hereof, none of the Pluto Entities (with respect to the Spinco Business) nor any of the Spinco Entities are parties to or otherwise bound by or subject to (Contracts of the following types, together with the Spinco Licenses, the Company Benefit Plans “Spinco Material Contracts”): (i) other than any such Contract solely between Spinco Entities, any partnership, joint venture, strategic alliance, license or research and agreements filed as exhibits development project Contract, in each case, which is material to the Company SEC DocumentsSpinco Business (taken as a whole); (ii) Contracts containing (A) a covenant materially restricting the ability of any Pluto Entity (with respect to the Spinco Business) or any Spinco Entity to engage in any line of business in any geographic area or to compete with any Person, to market any product or to solicit customers or (B) a provision granting the other party exclusivity or similar rights, in each case of clauses (A) and (B), that would, after giving effect to the Combination, materially impact the Spinco Business (taken as a whole); (iii) other than any such Contract solely between Spinco Entities, any Contract restricting Spinco from (A) paying any dividends, (B) making any other distributions to its stockholders or (C) repurchasing or redeeming shares of Spinco Common Stock; (iv) any acquisition or divestiture Contract or licensing agreement that contains continuing financial covenants, indemnities or other payment obligations (including “earn-out” or other contingent payment obligations other than royalty payments) that would reasonably be expected to result in the receipt or making by any Pluto Entity (with respect to the Spinco Business) or any Spinco Entity of future payments in excess of $100 million; (v) any Contract relating to outstanding Indebtedness of the Spinco Entities (whether incurred, assumed, guaranteed or secured by any asset), in each case in a principal amount in excess of $100 million, other than (A) Contracts solely among the Spinco Entities or a guarantee by any Spinco Entity of Indebtedness of another Spinco Entity and (B) financial guarantees entered into in the ordinary course of business consistent with past practice not exceeding $100 million, individually or in the aggregate (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon); (vi) any Spinco Leases set forth on Section 6.18(b) of the Spinco Disclosure Schedule; (vii) any Contract that relates to any swap, forward, futures, or other similar derivative transaction with a notional value as of the date of this Agreement, neither the Company nor any Agreement in excess of its Subsidiaries is a party to or bound by:$100 million; (iviii) any Contract involving the settlement of any claims, actions, suits or proceedings or threatened claims, actions, suits or proceedings (or series of related claims, actions, suits or proceedings) pursuant to which any Pluto Entity (with respect to the Spinco Business) or Spinco Entity (A) is required to pay after the date hereof consideration in excess of $50 million or (B) is subject to material monitoring or reporting obligations to any other Person outside the ordinary course of business; (ix) any Contract with any Governmental Authority that is material to the Spinco Business (taken as a whole), excluding any sales, supply, manufacturing or services agreements entered into in the ordinary course of business and tolling agreements entered into in connection with investigations by any Governmental Authority; and (x) any Contract not otherwise described in any other subsection of this Section 6.11(a) that would be required to be filed by Spinco as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);) if Spinco were subject to the reporting requirements of the Exchange Act as of the date hereof. (iib) any Pluto has made available to Utah true, complete and correct copies of each Spinco Material Contract that (Adescribed in Section 6.11(a)(i) expressly imposes any material restriction through Section 6.11(a)(x) in effect on the right date hereof. Each Spinco Material Contract (except those which may be canceled, rescinded, terminated or ability of not renewed after the Company date hereof in accordance with their terms) is valid and binding on the applicable Pluto Entity or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgageSpinco Entity and, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formationknowledge of Pluto, creationthe counterparty thereto, operationand is in full force and effect, management subject to the Remedies Exception. No Pluto Entity or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends Spinco Entity is in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsbreach of, or remaining indemnity default under, any Spinco Material Contract to which it is a party, except for such breaches or similar obligations, that could defaults as would not reasonably be expected to result have, individually or in payments after the aggregate, a Spinco Material Adverse Effect. To the knowledge of Pluto, as of the date hereof by hereof, no other party to any Spinco Material Contract is in breach of or default under the Company terms of any Spinco Material Contract where such breach or any of its Subsidiaries default has had or would reasonably be expected to have, individually or in excess of $25 million; and (vii) any material lease or sublease with respect to the aggregate, a Company Leased Real PropertySpinco Material Adverse Effect.

Material Contracts. (a) Except for this AgreementREIT II has made available to REIT III a true, the Company Benefit Plans correct and agreements filed as exhibits to the Company SEC Documents, complete copy of each Contract in effect as of the date of this Agreement, neither the Company nor hereof to which REIT II or any REIT II Subsidiary is a party or by which any of its Subsidiaries is a party to properties or assets are bound bythat: (i) is required to be filed with the SEC as an exhibit to REIT II’s Annual Report on Form 10-K for the year ending December 31, 2019 or any “material contract” subsequent current or periodic report; (as such term ii) is defined in required to be described pursuant to Item 601(b)(10) 401 of Regulation S-K of promulgated under the SEC)Securities Act; (iiiii) any Contract that (A) expressly imposes any material restriction on obligates the right or ability of the Company REIT II Parties or any other REIT II Subsidiary to make non-contingent aggregate annual expenditures (other than principal or interest payments or the deposit of its Subsidiaries other reserves with respect to compete with debt obligations) in excess of $500,000 and is not cancelable within 90 days without material penalty to the REIT II Parties or any other person or acquire or dispose of the securities of any other person or REIT II Subsidiary; (Biv) contains an any non-compete or exclusivity provisions with respect to any line of business or “most favored nation” clause geographic area that materially restricts the business of the Company REIT II Parties or any other REIT II Subsidiary, including upon consummation of its Subsidiaries the transactions contemplated by this Agreement, or that otherwise restricts the lines of business conducted by the REIT II Parties or any other REIT II Subsidiary or the geographic area in a material mannerwhich the REIT II Parties or any other REIT II Subsidiary may conduct business; (iiiv) is a Contract that obligates the REIT II Parties or any other REIT II Subsidiary to indemnify any past or present directors, officers, or employees of the REIT II Parties or any other REIT II Subsidiary pursuant to which the REIT II Parties or any other REIT II Subsidiary is the indemnitor; (vi) constitutes (A) an Indebtedness obligation of the REIT II Parties or any other REIT II Subsidiary with a principal amount as of the date hereof greater than $500,000 or (B) a Contract under which (1) any mortgagePerson including REIT II or a REIT II Subsidiary, notehas directly or indirectly guaranteed Indebtedness, debentureliabilities or obligations of REIT II or REIT II Subsidiary or (2) REIT II or a REIT II Subsidiary has directly or indirectly guaranteed Indebtedness, indentureliabilities or obligations of any Person, security agreementincluding REIT II or another REIT II Subsidiary (in each case other than endorsements for the purpose of collection in the ordinary course of business); (vii) requires the REIT II Parties or any other REIT II Subsidiary to dispose of or acquire assets or properties that (together with all of the assets and properties subject to such requirement in such Contract) have a fair market value in excess of $500,000, guarantyor involves any pending or contemplated merger, pledge consolidation or similar business combination transaction; (viii) constitutes an interest rate cap, interest rate collar, interest rate swap or other agreement Contract relating to a swap or instrument evidencing indebtedness for borrowed money other hedging transaction of any type; (ix) constitutes a loan to any Person (other than a Wholly Owned REIT II Subsidiary) by REIT II or any guarantee of such indebtedness of the Company or any of its Subsidiaries REIT II Subsidiary in an amount in excess of $25 million500,000; (ivx) any sets forth the operational terms of a joint venture, partnership or partnership, limited liability company agreement or strategic alliance of the REIT II Parties or any other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s SubsidiariesREIT II Subsidiary with a third party; (vxi) prohibits the pledging of the capital stock of REIT II or any Contract REIT II Subsidiary or prohibits the issuance of guarantees by any REIT II Subsidiary; (xii) contains covenants expressly limiting or restricting limiting, in any material respect, the ability of the Company REIT II or any REIT II Subsidiary to sell, transfer, pledge or otherwise dispose of its Subsidiaries to make distributions any material assets or declare business of REIT II or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may beany REIT II Subsidiary; (vixiii) contains restrictions on the ability of REIT II or any acquisition Contract that contains REIT II Subsidiary to pay dividends or other distributions (other than pursuant to the organizational documents of REIT II and REIT II Subsidiaries); (xiv) is with a Governmental Authority; (xv) has continuing “earn earn-out” or other similar contingent purchase price payment obligations, in each case that could result in payments, individually or remaining indemnity in the aggregate, in excess of $500,000; (xvi) is an employment Contract or consulting Contract; (xvii) is a collective bargaining agreement or other Contract with any labor organization, union or association; (xviii) is a Contract with any professional employer organization, staffing agency, temporary employee agency, or similar obligationscompany or service provider; (xix) provides severance, retention, or transaction bonus payments, change of control payments, or similar compensation; (xx) is a settlement agreement or release of claims with any current employee or with any former employee within the past five years; (xxi) is a lease, sublease, license or other rental agreement or occupancy agreement (written or verbal) which grants any possessory interest in and to any space situated on or in the REIT II Properties or otherwise gives rights with regard to use of the REIT II Properties; or (xxii) is both (A) not made in the ordinary course of business and (B) material to REIT II and the REIT II Subsidiaries, taken as a whole. (b) Each Contract in any of the categories set forth in Section 5.12(a) to which the REIT II Parties or any other REIT II Subsidiary is a party or by which it is bound as of the date hereof is referred to herein as a “REIT II Material Contract.” (c) Each REIT II Material Contract is legal, valid, binding and enforceable on the REIT II Parties and each other REIT II Subsidiary that could is a party thereto and, to the Knowledge of REIT II, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The REIT II Parties and each other REIT II Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each REIT II Material Contract and, to the Knowledge of REIT II, each other party thereto has performed all obligations required to be performed by it under such REIT II Material Contract prior to the date hereof. None of the REIT II Parties or any other REIT II Subsidiary, nor, to the Knowledge of REIT II, any other party thereto, is in breach or violation of, or default under, any REIT II Material Contract, and no event has occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any REIT II Material Contract, except where in each case such breach, violation or default, individually or in the aggregate, would not reasonably be expected to result have a REIT II Material Adverse Effect. None of the REIT II Parties or any other REIT II Subsidiary has received notice of any violation or default under, or currently owes any termination, cancellation or other similar fees or any liquidated damages with respect to, any REIT II Material Contract, except for violations, defaults, fees or damages that, individually or in payments after the aggregate, would not reasonably be expected to have a REIT II Material Adverse Effect. Since December 31, 2019, neither REIT II nor any REIT II Subsidiary has received any written notice of the intention of any party to cancel, terminate, materially change the scope of rights under or fail to renew any REIT II Material Contract. (d) Section 5.12(d) of the REIT II Disclosure Letter lists each management agreement pursuant to which any third party manages or operates any of the REIT II Properties on behalf of REIT II or any REIT II Subsidiary, and describes the property that is subject to such management agreement, REIT II or the applicable REIT II Subsidiary that is a party, the date hereof by of such management agreement and each material amendment, guaranty or other agreement binding on REIT II or the Company applicable REIT II Subsidiary and relating thereto (collectively, the “REIT II Management Agreement Documents”). The true, correct and complete copies of all REIT II Management Agreement Documents have been made available to REIT III. Each REIT II Management Agreement Document is valid, binding and in full force and effect as against REIT II or the applicable REIT II Subsidiary and, to the Knowledge of REIT II, as against the other party thereto. Neither REIT II nor any REIT II Subsidiary owes any termination, cancellation or other similar fees or any of its Subsidiaries in excess of $25 million; and (vii) liquidated damages to any material lease third party manager or sublease with respect to a Company Leased Real Propertyoperator.

Material Contracts. (a) Except for this Agreement, Section 5.17 of the Company Benefit Plans Disclosure Letter sets forth a complete and accurate list of all notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, agreements, contracts, commitments, arrangements, Permits, concessions, franchises, limited liability or partnership agreements filed as exhibits or other instruments to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of which the Company or any of its Subsidiaries to compete with is a party, or by which they or any of their respective properties, assets or business activities may be bound or restricted (“Contracts”) (other person or acquire or dispose of the securities of any other person or (Bthan Leases set forth in Section 5.21(b) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any Disclosure Letter) of its Subsidiaries the following categories (collectively, and together with the Leases set forth in a material manner; (iiiSection 5.21(b) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company Disclosure Letter, the “Material Contracts” and each a “Material Contract”): (i) Contracts requiring annual expenditures by or liabilities of any of its Subsidiaries in an amount party thereto in excess of $25 million1.0 million that have a remaining term in excess of 90 days or are not cancelable (without material penalty, cost or other liability) within 90 days; (ivii) Contracts containing covenants limiting in any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting material respect the ability of the Company or any of its Subsidiaries or other affiliate of the Company (including Purchaser and its affiliates after the Effective Time) to make distributions engage in any line of business or declare compete with any Person, in any product line or line of business, or operate at any location; (iii) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments and contracts providing for the borrowing or lending of money, in an amount in excess of $1.0 million, whether as borrower, lender or guarantor; (iv) joint venture, alliance or partnership agreements or joint development or similar agreements with any Third Party under which the Company has or may in the future have an obligation to invest or pay dividends in respect excess of their capital stock$1.0 million pursuant to the terms of any such agreement; (v) all licenses, partnership interestssublicenses, membership interests consents, royalty and other agreements concerning Proprietary Rights or other equity interestsRelated Rights which Proprietary Rights or Related Rights, as applicable, are material to the case may beconduct of the business of the Company or any of its Subsidiaries; (vi) employment or severance contracts with current or former officers or directors, including, without limitation, change-in-control agreements; (vii) Contracts with or for the benefit of any acquisition Contract director of the Company or any Person other than a publicly traded entity in which any director has an equity interest or which is an employer of a director of the Company; (viii) Contracts with any Governmental Entity that contains “earn out” have a remaining term in excess of one year or are not cancelable (without material cost, penalty or other contingent payment obligationsliability) within 180 days; (ix) Contracts or commitments in which the Company or any of its Subsidiaries has granted exclusive marketing rights relating to any product or service, any group of products or remaining indemnity services or similar obligationsany territory; (x) Contracts pending for the acquisition or sale, that directly or indirectly (by merger or otherwise) of assets (whether tangible or intangible), in excess of $1.0 million in market or book value with respect to any contract or the capital stock of another Person, in each case in an amount in excess of $1.0 million; or (xi) as of the date hereof, any other Contract the performance of which could be reasonably be expected to result require annual expenditures in payments after the date hereof any calendar year by the Company or any of its Subsidiaries in excess of $25 1.0 million; and. (viib) True and complete copies of the written Material Contracts and descriptions of verbal Material Contracts, if any, have been delivered or made available to Purchaser. As of the date hereof, each of the Material Contracts is a valid and binding obligation of the Company and, to the knowledge of the Company, the other parties thereto, enforceable against the other parties thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general principles of equity. From and after the date hereof, except as would not reasonably be expected to result in a Material Adverse Restriction, each of the Material Contracts is a valid and binding obligation of the Company and, to the knowledge of the Company, the other parties thereto, enforceable against the other parties thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general principles of equity. (c) Neither the Company nor any material lease of its Subsidiaries is, or sublease has received any notice that any other party is, in breach, default or violation (each a “Default”) (and no event has occurred or not occurred through the Company’s inaction or, to the knowledge of the Company, through the action or inaction of any third parties, which with respect notice or the lapse of time or both would constitute a Default) of any term, condition or provision of any Material Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, except for Defaults that would not reasonably be expected to have, a Company Leased Real PropertyMaterial Adverse Effect. (d) The Company has not received notice of the termination of any Material Contract.

Material Contracts. (a) Except for this AgreementREIT III has made available to REIT II a true, the Company Benefit Plans correct and agreements filed as exhibits to the Company SEC Documents, complete copy of each Contract in effect as of the date of this Agreement, neither the Company nor hereof to which REIT III or any REIT III Subsidiary is a party or by which any of its Subsidiaries is a party to properties or assets are bound bythat: (i) is required to be filed with the SEC as an exhibit to REIT III’s Annual Report on Form 10-K for the year ending December 31, 2019 or any “material contract” subsequent current or periodic report; (as such term ii) is defined in required to be described pursuant to Item 601(b)(10) 401 of Regulation S-K of promulgated under the SEC)Securities Act; (iiiii) any Contract that (A) expressly imposes any material restriction on obligates the right or ability of the Company REIT III Parties or any other REIT III Subsidiary to make non-contingent aggregate annual expenditures (other than principal or interest payments or the deposit of its Subsidiaries other reserves with respect to compete with debt obligations) in excess of $200,000 and is not cancelable within 90 days without material penalty to the REIT III Parties or any other person or acquire or dispose of the securities of any other person or REIT III Subsidiary; (Biv) contains an any non-compete or exclusivity provisions with respect to any line of business or “most favored nation” clause geographic area that materially restricts the business of the Company REIT III Parties or any other REIT III Subsidiary, including upon consummation of its Subsidiaries the transactions contemplated by this Agreement, or that otherwise restricts the lines of business conducted by the REIT III Parties or any other REIT III Subsidiary or the geographic area in a material mannerwhich the REIT III Parties or any other REIT III Subsidiary may conduct business; (iiiv) is a Contract that obligates the REIT III Parties or any other REIT III Subsidiary to indemnify any past or present directors, officers, or employees of the REIT III Parties or any other REIT III Subsidiary pursuant to which the REIT III Parties or any other REIT III Subsidiary is the indemnitor; (vi) constitutes (A) an Indebtedness obligation of the REIT III Parties or any other REIT III Subsidiary with a principal amount as of the date hereof greater than $200,000 or (B) a Contract under which (1) any mortgagePerson including REIT III or a REIT III Subsidiary, notehas directly or indirectly guaranteed Indebtedness, debentureliabilities or obligations of REIT III or REIT III Subsidiary or (2) REIT III or a REIT III Subsidiary has directly or indirectly guaranteed Indebtedness, indentureliabilities or obligations of any Person, security agreementincluding REIT III or another REIT III Subsidiary (in each case other than endorsements for the purpose of collection in the ordinary course of business); (vii) requires the REIT III Parties or any other REIT III Subsidiary to dispose of or acquire assets or properties that (together with all of the assets and properties subject to such requirement in such Contract) have a fair market value in excess of $200,000, guarantyor involves any pending or contemplated merger, pledge consolidation or similar business combination transaction; (viii) constitutes an interest rate cap, interest rate collar, interest rate swap or other agreement Contract relating to a swap or instrument evidencing indebtedness for borrowed money other hedging transaction of any type; (ix) constitutes a loan to any Person (other than a Wholly Owned REIT III Subsidiary) by REIT III or any guarantee of such indebtedness of the Company or any of its Subsidiaries REIT III Subsidiary in an amount in excess of $25 million200,000; (ivx) any sets forth the operational terms of a joint venture, partnership or partnership, limited liability company agreement or strategic alliance of the REIT III Parties or any other REIT III Subsidiary with a third party; (xi) prohibits the pledging of the capital stock of REIT III or any REIT III Subsidiary or prohibits the issuance of guarantees by any REIT III Subsidiary; (xii) contains covenants expressly limiting, in any material respect, the ability of REIT III or any REIT III Subsidiary to sell, transfer, pledge or otherwise dispose of any material assets or business of REIT III or any REIT III Subsidiary; (xiii) contains restrictions on the ability of REIT III or any REIT III Subsidiary to pay dividends or other similar Contract relating distributions (other than pursuant to the formation, creation, operation, management or control organizational documents of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company REIT III and its Subsidiaries or among the Company’s REIT III Subsidiaries; (vxiv) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may beis with a Governmental Authority; (vixv) any acquisition Contract that contains has continuing “earn earn-out” or other similar contingent purchase price payment obligations, in each case that could result in payments, individually or remaining indemnity in the aggregate, in excess of $200,000; (xvi) is an employment Contract or consulting Contract; (xvii) is a collective bargaining agreement or other Contract with any labor organization, union or association; (xviii) is a Contract with any professional employer organization, staffing agency, temporary employee agency, or similar obligationscompany or service provider; (xix) provides severance, retention, or transaction bonus payments, change of control payments, or similar compensation; (xx) is a settlement agreement or release of claims with any current employee or with any former employee within the past five years; (xxi) is a lease, sublease, license or other rental agreement or occupancy agreement (written or verbal) which grants any possessory interest in and to any space situated on or in the REIT III Properties or otherwise gives rights with regard to use of the REIT III Properties; or (xxii) is both (A) not made in the ordinary course of business and (B) material to REIT III and the REIT III Subsidiaries, taken as a whole. (b) Each Contract in any of the categories set forth in Section 4.12(a) to which the REIT III Parties or any other REIT III Subsidiary is a party or by which it is bound as of the date hereof is referred to herein as a “REIT III Material Contract.” (c) Each REIT III Material Contract is legal, valid, binding and enforceable on the REIT III Parties and each other REIT III Subsidiary that could is a party thereto and, to the Knowledge of REIT III, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The REIT III Parties and each other REIT III Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each REIT III Material Contract and, to the Knowledge of REIT III, each other party thereto has performed all obligations required to be performed by it under such REIT III Material Contract prior to the date hereof. None of the REIT III Parties or any other REIT III Subsidiary, nor, to the Knowledge of REIT III, any other party thereto, is in breach or violation of, or default under, any REIT III Material Contract, and no event has occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any REIT III Material Contract, except where in each case such breach, violation or default, individually or in the aggregate, would not reasonably be expected to result have a REIT III Material Adverse Effect. None of the REIT III Parties or any other REIT III Subsidiary has received notice of any violation or default under, or currently owes any termination, cancellation or other similar fees or any liquidated damages with respect to, any REIT III Material Contract, except for violations, defaults, fees or damages that, individually or in payments after the aggregate, would not reasonably be expected to have a REIT III Material Adverse Effect. Since December 31, 2019, neither REIT III nor any REIT III Subsidiary has received any written notice of the intention of any party to cancel, terminate, materially change the scope of rights under or fail to renew any REIT III Material Contract. (d) Section 4.12(d) of the REIT III Disclosure Letter lists each management agreement pursuant to which any third party manages or operates any of the REIT III Properties on behalf of REIT III or any REIT III Subsidiary, and describes the property that is subject to such management agreement, REIT III or the applicable REIT III Subsidiary that is a party, the date hereof by of such management agreement and each material amendment, guaranty or other agreement binding on REIT III or the Company applicable REIT III Subsidiary and relating thereto (collectively, the “REIT III Management Agreement Documents”). The true, correct and complete copies of all REIT III Management Agreement Documents have been made available to REIT II. Each REIT III Management Agreement Document is valid, binding and in full force and effect as against REIT III or the applicable REIT III Subsidiary and, to the Knowledge of REIT III, as against the other party thereto. Neither REIT III nor any REIT III Subsidiary owes any termination, cancellation or other similar fees or any of its Subsidiaries in excess of $25 million; and (vii) liquidated damages to any material lease third party manager or sublease with respect to a Company Leased Real Propertyoperator.

Material Contracts. (a) Except for this AgreementOther than the Transaction Documents, the Company Benefit Plans and agreements filed as exhibits to Disclosed in the Company SEC DocumentsFilings and those Contracts copies of which are attached to the Disclosure Letter, no Group Member is a party to, or bound by as of the date of this Agreementsuch representation is being made, neither the Company nor any of its Subsidiaries is a party Material Contract (as defined below). The following Contracts shall be deemed to or bound bybe “Material Contracts”: (i) any “material contract” (as such term is defined Contract entered into otherwise than in Item 601(b)(10) the ordinary course of Regulation S-K of the SEC)business; (ii) any Contract that agreement or arrangement otherwise than by way of negotiation at arm’s length having a total contract value greater than US$1,000,000 (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any equivalent in other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannercurrencies); (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge sale or other agreement purchase option or instrument evidencing indebtedness for borrowed money similar Contract or arrangement affecting any guarantee of such indebtedness of the Company material Assets owned or used by any of its Subsidiaries in an amount in excess of $25 millionGroup Member or by which any Group Member is bound; (iv) any joint venture, partnership Contract which cannot readily be fulfilled or limited liability company agreement performed by any Group Member on time with or other similar Contract relating to the formation, creation, operation, management without undue or control unusual expenditure of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s SubsidiariesUS$500,000; (v) any Contract expressly limiting or substantially restricting the ability freedom of the Company any Group Member to provide and take goods and services or any of to manage its Subsidiaries own business affairs by such means and from and to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, such Persons as the case it may befrom time to time think fit; (vi) any acquisition Contract that contains “earn out” pursuant to which (a) any Group Member incurs Indebtedness with the aggregate amount of principal and interest payments greater than US$1,000,000 or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or (b) any of its Subsidiaries in excess of $25 million; andGroup Member provides any guarantee; (vii) any material lease Contract whereby any Group Member is, or sublease has agreed to become, a member of any joint venture, consortium or partnership or other unincorporated association; (viii) any Contract that is illegal under the current regulations; (ix) any Contract that prohibits or materially restricts the sale, disposal or transfer of any Equity Securities (or any interests therein) owned by the Company; (x) any shareholder agreements, joint venture agreements or partnership agreements; (xi) any employment contracts or arrangements with respect Senior Managers; or (xii) any Sponsorship Agreement in relation to a Company Leased Real Propertyany Cord Blood Bank.

Material Contracts. (a) Except for this Agreement, Section 3.10(a) of the Company Benefit Plans and agreements filed as exhibits Disclosure Letter lists each of the following written contracts (the “Contracts”), to which the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of or its Subsidiaries Subsidiary is a party to or bound byis otherwise bound: (i) each contract that involves payment by or to the Company or any of its Subsidiaries of more than $250,000 per year and has continuing material obligations, rights or interests (other than (i) a contract under which the sole continuing obligation is to maintain confidentiality and (ii) contracts relating to the Company’s distribution segment, which do not need to be listed on Section 3.10(a) of the Company Disclosure Letter, unless such contracts involve payments of more than $750,000 per year); (ii) each contract pursuant to which the Company, any of its Subsidiaries or any other party thereto has material continuing obligations, rights or interests, relating to the research, development, clinical trial, supply, manufacture, marketing or co—promotion of, or collaboration with respect to, any product or product candidate for which the Company or any of its Subsidiaries has an interest, and that involve the payment by the Company or any of its Subsidiaries of more than $250,000 per year; (iii) each material license pertaining to Company Intellectual Property Rights pursuant to which the Company, its Subsidiary or any other party thereto has material continuing obligations, rights or interests; (iv) each contract pursuant to which the Company, its Subsidiary or any other party hereto has material continuing obligations, rights or interests involving the payment of royalties or other amounts of more than $250,000 per year calculated based upon the revenues or income of the Company or its Subsidiary or income or revenues related to any product of the Company or its Subsidiary; (v) all consulting contracts involving consideration in excess of $250,000 per year with consultants to the Company or any of its Subsidiaries; (vi) all contracts evidencing indebtedness for borrowed money (other than guarantees) in excess of $250,000; (vii) all leases involving Leased Real Property; (viii) all contracts with any Governmental Entity that involve the payment by the Company or any of its Subsidiaries of more than $250,000 per year; (ix) all contracts that limit or purport to limit the ability of the Company or its Subsidiary to compete with any Person or product; (x) all “material contractcontracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);; and (iixii) all other contracts, the absence of which would reasonably be expected to prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement. (b) All the contracts that are required to be described in the Company SEC Reports or required to be filed as exhibits thereto have been described or filed as required. (c) As of the date of this Agreement, each of the Contracts is a valid and binding obligation of the Company (or the Subsidiaries of the Company party thereto), and to the Company’s knowledge, the other parties thereto, enforceable against the Company and its Subsidiaries and, to the Company’s knowledge, the other parties thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general principles of equity. (d) Except as set forth on Section 3.10(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is, nor to the Company’s knowledge is any other party, in breach, default or violation (and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Company’s knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of any Contract that (A) expressly imposes any material restriction on the right or ability of to which the Company or any of its Subsidiaries to compete with is now a party, or by which any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company them or any of its Subsidiaries their respective properties or assets may be bound, except for breaches, defaults or violations that would not have, either individually or in the aggregate, a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans Schedule 6.15(a) contains a complete and agreements filed as exhibits to the Company SEC Documentsaccurate list, as of the date hereof, of this Agreementeach of the following Contracts, neither the Company nor to which any of its Subsidiaries Acquired Entity is a party or to which any of them or any of their properties is bound by:(each such Contract, a “Material Contract”): (i) any “material contract” (as such term is defined Contract involving payments by or to any Acquired Entity in Item 601(b)(10) excess of Regulation S-K of the SEC)$50,000; (ii) any Contract that (A) expressly imposes constitutes a purchase order or other Contract relating to the sale, purchase, lease or provision by any material restriction on the right Acquired Entity of goods or ability services in excess of the Company or $25,000 in any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner12 month period; (iii) any mortgageContract under which any Acquired Entity has agreed to indemnify any third Person in any manner, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee than such Contracts that were made in the ordinary course of such indebtedness business consistent with past practice of the Company Acquired Entities, or to share the Tax liability of any of its Subsidiaries in an amount in excess of $25 millionthird Person; (iv) any joint ventureContract pursuant to which any Acquired Entity is required to make on or after the date of the Latest Balance Sheet a capital expenditure, partnership capital addition or limited liability company agreement or other similar Contract relating to betterment in excess of $50,000 in the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariesaggregate; (v) any Contract expressly limiting power of attorney (other than powers of attorney given in the ordinary course of business with respect to routine export, Tax or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may besecurities matters); (vi) any acquisition bond, indenture, note, loan or credit agreement or other Contract that contains relating to indebtedness for borrowed money, any Contract creating a capital lease obligation, any Contract for the sale of Accounts Receivable, any Contract relating to the direct or indirect guarantee or assumption of the obligations of any other Person or any Contract requiring any Acquired Entity to maintain the financial position of any other Person; (vii) any outstanding loan or advance by any Acquired Entity to, or investment by such Person in, any Person, or any Contract or commitment relating to the making of any such loan, advance or investment (excluding trade receivables and advances to employees for normally incurred business expenses each arising in the ordinary course of business consistent with past practice); (viii) any Contract involving interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging Contracts; (ix) any Contract providing for the deferred payment of any purchase price (other than trade payables incurred in the ordinary course of business consistent with past practice) including any “earn out” or other contingent fee arrangement; (x) any Contract creating a Lien, other than any Permitted Lien, on any of the Acquired Assets that will not be discharged at or prior to the Closing; (xi) any Contract purporting to limit or restrict the freedom of any Acquired Entity or, to the Knowledge of any MCE Party, any of their respective officers, directors or key employees (A) to engage in any line of business, (B) to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any asset, (C) to compete with any Person or (D) to engage in any business or activity in any geographic region; (xii) any Contract that grants any Person the exclusive right to sell products or provide services within any geographical region other than a Contract that (1) is terminable by any party thereto giving notice of termination to the other party thereto not more than 30 days in advance of the proposed termination date and (2) even if so terminable, contains no post-termination obligations (other than payment obligationsobligations for pre-termination sales or services), or remaining indemnity termination penalties, buy-back obligations or similar obligations; (xiii) any Contract under which any Acquired Entity is the lessor of, that could reasonably be expected to result or makes available for use by any third Person, any tangible personal property owned by any Acquired Entity, in payments after the date hereof by the Company or any of its Subsidiaries each case for an annual rent in excess of $25 million50,000; (xiv) any Contract constituting a partnership, joint venture or other similar Contract (other than the Organizational Documents of the Acquired Companies); (xv) any Contract (other than the Organizational Documents of the Acquired Companies) that contains restrictions with respect to the payment of any distribution in respect of any Acquired Entity’s Equity Interests or the purchase, redemption or other acquisition of any such Equity Interests; (xvi) any Contract (other than the Organizational Documents of the Acquired Companies) relating to the acquisition or divestiture by any Acquired Entity of Equity Interests, assets or business of any Person, which provides for consideration or payments in excess of $100,000 and is not made in the ordinary course of business; (xvii) any Contract (other than the Organizational Documents of the Acquired Companies) between any Acquired Entity, on the one hand, and the present or former officers, directors, stockholders, other equity holders of any Acquired Entity or other Affiliates of any Acquired Entity on the other hand; (xviii) each Contract listed on Schedule 6.09(a); (xix) any Contract containing provisions applicable upon a change of control of any Acquired Entity; (xx) any Contract granting to any Person a right of first refusal, first offer or other right to purchase any of the assets of any Acquired Entity; (xxi) any Contract requiring any Acquired Entity to make a payment as a result of the consummation of the transactions contemplated hereby; and (viixxii) any other agreement which is material lease to the Acquired Entities taken as a whole. (b) True and complete copies (including all amendments) of each Material Contract have been made available to Acquirer. Except as disclosed in Schedule 6.15(b): (i) each Material Contract is the legal, valid obligation of each Acquired Entity and party thereto and to the Knowledge of any MCE Party, any other Person party thereto, binding and enforceable against each such Acquired Entity and, to the Knowledge of any MCE Party, any other Person party thereto, in accordance with its terms subject to Creditors’ Rights; (ii) no Material Contract has been terminated, and neither any Acquired Entity nor, to the Knowledge of any MCE Party, any other Person is in material breach or sublease default thereunder, and to the Knowledge of any MCE Party no event has occurred that with respect notice or lapse of time, or both, would constitute a material breach or default, or permit termination, modification in any manner materially adverse to a Company Leased Real Propertyan Acquired Entity or acceleration thereunder; (iii) no party has asserted or has (except by operation of law) any right to offset, discount or otherwise ▇▇▇▇▇ any amount owing under any Material Contract except as expressly set forth in such Material Contract; and (iv) there are no material waivers regarding any Material Contract that have not been disclosed in writing to Acquirer.

Material Contracts. (a) Except for this Agreement, Section 3.16(a) of the Company Benefit Plans and agreements filed as exhibits Transferor Disclosure Schedules sets forth each of the following with respect to the Company SEC Documents, Transferred Business that is in effect as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound byhereof: (i) any non-competition agreements or any other Contract that materially limits Transferor or the Purchased Entity or will materially limit Issuer or GPI in its conduct of any line of business, in any location or with any Person or contains exclusivity, requirements, take or pay, output, or non-solicitation provisions that materially limit Transferor or the Purchased Entity or would materially limit Issuer or GPI in its conduct of any line of business, in any location or with any Person, or is otherwise a Material Contract and contains “material contractmost favored nation” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)provisions; (ii) any Contract that (A) expressly imposes with respect to any material restriction on partnerships, joint ventures or strategic alliances involving the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerTransferred Business; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge Contract pursuant to which the Transferred Business has or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 millionwill incur Indebtedness; (iv) any joint ventureContract that provides or is reasonably expected to provide for annual payments in excess of $5,000,000 by, partnership or limited liability company agreement or other similar Contract relating to in excess of $10,000,000 to, the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, Transferred Business (other than any such Contract solely between leases set forth on Section 3.7(c) of the Company and its Subsidiaries or among the Company’s SubsidiariesTransferor Disclosure Schedules); (v) any Contract expressly limiting that is a settlement, conciliation or restricting similar agreement with any Governmental Authority or pursuant to which the ability Transferred Business will be required after the date of the Company or any this Agreement to pay consideration in excess of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be$1,000,000; (vi) any acquisition Contract that contains “earn out” for the employment or engagement of any Business Employee or other contingent payment obligationsindividual providing services to the Transferred Business on a full-time, part-time, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries consulting basis and providing for base salary and target incentive compensation in excess of $25 million; and250,000 but excluding offer letters with non-binding compensation terms that (A) permit discretionary periodic adjustments to the base rate of compensation and incentive compensation payable thereunder, (B) do not commit to any severance obligations, other than under the generally applicable Transferor severance policy and (C) do not contain any other material elements of compensation or benefits thereunder other than participation in the applicable Transferor benefits programs on the same terms as other similarly situated employees; (vii) any Contract providing for severance or change of control related benefits to any person who is a Business Employee on the date hereof; (viii) any license agreement or Contract that is material lease and primarily relating to the Transferred Business under which Transferor or sublease the Purchased Entity is a licensee or licensor of any Intellectual Property or that is a settlement, royalty, covenant not to ▇▇▇, consent, concurrent use or other agreement with respect to any Intellectual Property that is material and primarily relating to the Transferred Business (in each case other than non-disclosure agreements entered into in the ordinary course of business and licenses and related service agreements for any item of commercially available, unmodified software with an annualized license fee of less than $1,000,000); (ix) any Contract with any U.S. federal Governmental Authority providing for annual payments in excess of $250,000; (x) any Contract relating to capital expenditures and involving payments in excess of $5,000,000 individually or $20,000,000 in the aggregate; or (xi) any Contract under which Transferor or the Purchased Entity is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $1,000,000 annually and that cannot be terminated by Transferor or the Purchased Entity without penalty upon thirty (30) days’ notice or less. The Contracts required to be set forth on Section 3.16(a) of the Transferor Disclosure Schedules, the collective bargaining agreements set forth on Section 3.14(a) of the Transferor Disclosure Schedules, (and any other such Contracts entered into in the ordinary course of business prior to the Closing) and real property leases for facilities in excess of 100,000 rentable square feet (it being understood that such leases as are in effect as of the date hereof are set forth on Section 3.7(c) of the Transferor Disclosure Schedules and are marked with an asterisk) are referred to herein as the “Material Contracts”. Except with respect to contracts indicated with an asterisk (*) on Section 3.16(a) of the Transferor Disclosure Schedules, Transferor has provided Parent with a Company Leased Real Propertycorrect and complete copy of all Material Contracts in effect as of the date hereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Material Contracts is valid and in full force and effect, against Transferor or the Purchased Entity, as applicable, and, to the Knowledge of Transferor, the counterparty thereto, and constitute legal, valid and binding obligations of Transferor or the Purchased Entity, as applicable, and, to the Knowledge of Transferor, the counterparty thereto, enforceable by Transferor or the Purchased Entity, as applicable, in accordance with their terms except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereinafter in effect, relating to creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) or (ii) Laws relating to the enforcement of employee restrictive covenants. (c) Neither Transferor nor the Purchased Entity, without giving effect to the Closing, is in material breach or default under (and no event has occurred, and neither Transferor nor the Purchased Entity has violated any provisions of, or committed or failed to perform any act that, with notice or the passage of time or both would constitute a material breach or default under) any Material Contract nor, to the Knowledge of Transferor, is any other party to any Material Contract in material default thereunder.

Material Contracts. (a) Except for this Agreement, contracts listed in Section 4.12 of the Company Benefit Plans and agreements Disclosure Letter or filed as exhibits to the Company SEC DocumentsFilings, as of the date of this Agreement, neither the Company nor any of its Subsidiaries Company Subsidiary is a party to or bound byby any contract that, as of the date hereof: (i) any “material contract” is required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (as such term is defined in Item 601(b)(104), (9) or (10) of Regulation S-K of promulgated by the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of obligates the Company or any Company Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of its Subsidiaries other reserves with respect to compete with debt obligations) in excess of $1,000,000 and is not cancelable within ninety (90) days without material penalty to the Company or any other person Company Subsidiary, except for any Company Lease or acquire or dispose of the securities of any other person or ground lease affecting any Company Property; (Biii) contains an any non-compete or exclusivity provisions with respect to any line of business or “most favored nation” clause geographic area that restricts the business of the Company or any Company Subsidiary, or that otherwise restricts the lines of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money business conducted by the Company or any guarantee of such indebtedness Company Subsidiary or the geographic area in which the Company or any Company Subsidiary may conduct business, except for any Company Lease or any ground lease affecting any Company Property, recorded property declarations, reciprocal easement agreements or restrictive covenant agreements that contain non-compete or exclusivity provisions that do not in any way restrict activities of the Company or any Company Subsidiary outside of its Subsidiaries a twenty-five mile radius of the applicable Company Property; (iv) other than the Company Charter and the Company Bylaws, is an agreement which obligates the Company or any Company Subsidiary to indemnify any past or present directors, officers, trustees, employees and agents of the Company or any Company Subsidiary pursuant to which the Company or any Company Subsidiary is the indemnitor, other than any operating agreements or property management agreements or any similar agreement pursuant to which a Company Subsidiary that is not wholly owned, directly or indirectly, by the Company provides such an indemnification to any such directors, officers, trustees, employees or agents in connection with the indemnification by such non-wholly owned Company Subsidiary of the Company or another Company Subsidiary thereunder; (v) constitutes an Indebtedness obligation of the Company or any Company Subsidiary with a principal amount as of the date hereof greater than $2,000,000; (vi) [Reserved]; (vii) requires the Company or any Company Subsidiary to dispose of or acquire assets or properties (other than in connection with the expiration of a Company Lease or a ground lease affecting a Company Property) with a fair market value in excess of $1,000,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction, except for any Company Lease or any ground lease affecting any Company Property; (viii) constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, whether or not entered into for bona fide hedging purposes; (ix) is an agreement, arrangement or understanding between the Company or any Company Subsidiary, on the one hand, and the Company Advisor, or any Affiliate of the Company or of the Company Advisor, on the other hand; (x) sets forth the operational terms of a joint venture, partnership, limited liability company with a Company Third Party member or strategic alliance of the Company or any Company Subsidiary; or (xi) constitutes a loan to any Person (other than a wholly owned Company Subsidiary) by the Company or any Company Subsidiary (other than advances made pursuant to and expressly disclosed in the Company Leases or pursuant to any disbursement agreement, development agreement, or development addendum entered into in connection with a Company Lease with respect to the development, construction, or equipping of Company Properties or the funding of improvements to Company Properties) in an amount in excess of $25 million;2,000,000. Each contract of the type described above in this Section 4.12(a), whether or not listed on Section 4.12 of the Company Disclosure Letter (and, for the avoidance of doubt, including any contract filed as an exhibit to the Company SEC Filings that is not listed on Section 4.12 of the Company Disclosure Letter but otherwise is of the type described in clauses (i) through (xi) above) to which the Company or any Company Subsidiary is a party or by which it is bound as of the date hereof is referred to herein as a “Company Material Contract”. (ivb) any joint ventureExcept as, partnership individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, each Company Material Contract is legal, valid, binding and enforceable on the Company and each Company Subsidiary that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, except as may be limited liability company agreement by bankruptcy, insolvency, reorganization, moratorium or other similar Contract relating Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as, individually or in the aggregate, have not had and would not reasonably be expected to the formationhave a Company Material Adverse Effect, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among each Company Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each Company Material Contract and, to the knowledge of the Company’s Subsidiaries; (v) any , each other party thereto has performed all obligations required to be performed by it under such Company Material Contract expressly limiting or restricting prior to the ability date hereof. None of the Company or any Company Subsidiary, nor, to the knowledge of its Subsidiaries to make distributions the Company, any other party thereto, is in material breach or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsviolation of, or remaining indemnity default under, any Company Material Contract, and no event has occurred that with notice or similar obligationslapse of time or both would constitute a violation, breach or default under any Company Material Contract, except where in each case such breach, violation or default is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received notice of any violation or default under any Company Material Contract, except for violations or defaults that could would not, individually or in the aggregate, reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to have a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.13 of the Company Benefit Plans and agreements filed as exhibits PubCo Disclosure Letter sets forth a list of each of the following Contracts to the Company SEC Documentswhich, as of the date of this Agreement, neither the Company nor PubCo Entities or any of its their respective Subsidiaries is a party to or bound by:(each, a “PubCo Material Contract”): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECSEC as determined as of the date of this Agreement, other than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to PubCo; (ii) any each Contract that (A) expressly imposes any material restriction on not to (or otherwise restricting or limiting the right or ability of the PubCo Entities or any of their respective Subsidiaries to) compete in any line of business or geographic area or (B) to restrict the ability of the PubCo Entities or any of their respective Subsidiaries to conduct business in any geographic area; (iii) each Contract (other than any PubCo Benefit Plan) providing for or resulting in payments by the PubCo Entities or any of their respective Subsidiaries that exceeded annual payments by a PubCo Entity or any of their Subsidiaries that exceed $250,000; (iv) all Contracts granting to any Person an option or a first refusal, first offer or similar preferential right to purchase or acquire any material PubCo Assets; (v) all material Contracts (A) for the granting or receiving of a license, sublicense or franchise (in each case, including any such Contracts relating to any Intellectual Property) providing for or resulting in a payment in excess of $250,000 per year or (B) under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in which it is reasonably expected to pay or receive a royalty, license fee, franchise fee or similar payment in excess of $250,000, in each case of clause (A) and (B), other than agreements with employees, non-exclusive licenses granted to a PubCo Entity’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms; (vi) all partnership, joint venture or other similar agreements or arrangements; (vii) any agreement with any director, officer or stockholder of PubCo or any Subsidiary that is required to be described under Item 404 of Regulation S-K of the SEC in the PubCo SEC Reports; (viii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $1,000,000; (ix) any agreement for the disposition or acquisition by the PubCo Entities or any of their respective Subsidiaries, with material obligations of the PubCo Entities or any of their respective Subsidiaries (other than confidentiality obligations) remaining to be performed or material Liabilities of the PubCo Entities or any of their respective Subsidiaries continuing after the date of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (x) any agreement restricting or limiting the payment of dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; and (xi) all material agreements with any Governmental Authority. (b) A true and complete copy of each PubCo Material Contract (including any related amendments) entered into prior to the date of this Agreement has been filed as an exhibit (by reference or otherwise) to a PubCo Annual Report on Form 10-K, or disclosed by PubCo in a subsequent PubCo SEC Report or made available to the Company prior to the date of this Agreement. Each PubCo Material Contract is a valid and binding agreement of PubCo or its applicable Subsidiary, except where the failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a PubCo Material Adverse Effect. Except as would not, be material to PubCo, (i) neither PubCo or such Subsidiary nor, to the Knowledge of PubCo, any other party, is in breach of or default under any such PubCo Material Contract, (ii) as of the date of this Agreement, there are no material disputes with respect to any such PubCo Material Contract, (iii) as of the date of this Agreement, there are no material Liabilities incurred under PubCo Material Contracts binding on PubCo or any of its Subsidiaries that resulted from the breach or failure to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof perform by the Company or any of its Subsidiaries in excess Subsidiaries, and (iv) as of $25 million; and (vii) the date of this Agreement, no party under any PubCo Material Contract has given written notice of its intent to terminate or otherwise seek a material lease or sublease with respect amendment to a Company Leased Real Propertysuch PubCo Material Contract.

Material Contracts. (a) Except for Section 2.10(a) of the Company Disclosure Schedule lists the following Company Contracts, effective as of the date of this AgreementAgreement (each, an “Company Material Contract” and collectively, the “Company Benefit Plans and agreements filed as exhibits Material Contracts”): (i) each Company Contract relating to any material bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (ii) each Company Contract requiring payments by the Company after the date of this Agreement in excess of $25,000 pursuant to its express terms relating to the employment of, or the performance of employment-related services by, any Person, including any employee, consultant or independent contractor, or entity providing employment related, consulting or independent contractor services, not terminable by Company SEC Documentsor its Subsidiaries on 90 calendar days’ or less notice without liability, except to the extent general principles of wrongful termination law may limit Company’s, Company’s Subsidiaries’ or such successor’s ability to terminate employees at will; (iii) each Company Contract relating to any agreement or plan, including any unit option plan, unit appreciation right plan or unit 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 Contemplated Transactions (either alone or in conjunction with any other event, such as termination of employment), or the value of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions; (iv) each Company Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business; (v) each Company Contract containing (A) any covenant materially limiting the freedom of Company, its Subsidiaries or the Surviving Company to engage in any line of business or compete with any Person, (B) any most-favored pricing arrangement, (C) any material exclusivity provision, or (D) any material non-solicitation provision; (vi) each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $25,000 pursuant to its express terms and not cancelable without penalty; (vii) each Company Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity; (viii) each Company Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit in excess of $25,000 or creating any material Encumbrances with respect to any assets of Company or any Company Subsidiary or any loans or debt obligations with officers or directors of Company; (ix) each Company Contract relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any development activities of Company; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Company has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Company has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Company; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Company or any Contract to sell, distribute or commercialize any products or service of Company, in each case, except for Company Contracts entered into in the Ordinary Course of Business; (x) each Company Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to Company in connection with the Contemplated Transactions; (xi) each Company IP Rights Agreement other than those that are immaterial; (xii) each Company Lease; or (xiii) any other Company Contract that is not terminable at will (with no penalty or payment) by Company and (A) which involves payment or receipt by Company or its Subsidiaries after the date of this Agreement under any such agreement, contract or commitment of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate, or (B) that is material to the business or operations of Company and its Subsidiaries. (b) Company has delivered or made available to Parent accurate and complete (except for applicable redactions thereto) copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. Neither Company nor any of its Subsidiaries has, nor to Company’s Knowledge, as of the date of this Agreement has any other party to a Company Material Contract, breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract in such manner as would permit any other party to cancel or terminate any such Company Material Contract, or would permit any other party to seek material damages. As to Company and its Subsidiaries, as of the date of this Agreement, neither the each Company nor any of its Subsidiaries Material Contract is a party to or bound by: valid, binding, enforceable and in full force and effect, subject to: (i) any “material contract” (as such term is defined in Item 601(b)(10) laws of Regulation S-K general application relating to bankruptcy, insolvency and the relief of the SEC); debtors; and (ii) any Contract that (A) expressly imposes rules of law governing specific performance, injunctive relief and other equitable remedies. The consummation of the Contemplated Transactions shall not result in any material restriction on payment or payments becoming due from Company, any Company Subsidiary, the Surviving Company or Parent to any Person under any Company Contract or give any Person the right to terminate or ability alter the provisions of any Company Contract. No Person is renegotiating, or has a right pursuant to the terms of any Company Material Contract to change, any material amount paid or payable to Company under any Company Material Contract or any of its Subsidiaries to compete with any other person material term or acquire or dispose of the securities provision of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyMaterial Contract.

Material Contracts. (a) Except for this AgreementSchedule 5.12(a) sets forth a list of each of the following Contracts (each, a “Material Contract” and, collectively, the Company Benefit Plans and agreements filed as exhibits “Material Contracts”) to which the Company SEC Documents, as of the date of this Agreement, neither the Company nor or any of its Subsidiaries is a party to or by which any of them is bound by(excluding any Contract which constitutes a Lease or a Company Benefit Plan) and which: (i) any “material contract” (as such term is defined in Item 601(b)(10x) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries involves aggregate consideration payable to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; 750,000 per year, (ivy) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof involves aggregate consideration payable by the Company or any of its Subsidiaries in excess of $25 million; and750,000 per year or (z) requires performance by any party more than one year from the date hereof, which, in each case, cannot be cancelled by the Company or the applicable Subsidiary without material penalty upon less than one hundred eighty (180) days’ notice; (ii) relates to the sale of the Company’s or any of its Subsidiaries’ material assets, other than sales in the Ordinary Course of Business, having a fair market value in excess of $500,000, and which contains any material outstanding obligations of the Company or any of its Subsidiaries with respect to an “earn out,” contingent purchase price, or similar contingent payment obligation or material indemnification obligation; (iii) relates to the acquisition by the Company or any of its Subsidiaries of any business, a material amount of stock or assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise) having a fair market value in excess of $500,000, and which contains any material outstanding obligations of the Company or any of its Subsidiaries with respect to an “earn out,” contingent purchase price, or similar contingent payment obligation or material indemnification obligation; (iv) relates to Indebtedness incurred or provided by the Company or any of its Subsidiaries, including any hedging contracts; (v) (A) limits in any material respect the freedom of the Company or any of its Subsidiaries or their respective Affiliates (or, after the Closing, Parent and its Affiliates) to engage in any line of business, acquire any entity or compete with any Person or in any market or geographical area, (B) contains exclusivity obligations or similar restrictions binding on and material to the Company or any of its Subsidiaries or any of their respective Affiliates (or, after the Closing, Parent and its Affiliates) or that would be binding on Parent or any of its Affiliates (or, after the Closing, Parent and its Affiliates), (C) grants a most-favored nation status to any Person, in a manner that is, or would reasonably be expected to be, material to the Company and its Subsidiaries or (D) otherwise materially restricts the ability of the Company or any of its Subsidiaries (or, after the Closing, Parent and its Affiliates) to solicit or hire any person or solicit business from any Person; (vi) constitutes a partnership or joint venture agreement or teaming agreement or other similar agreement involving a sharing of profits, losses, costs or liabilities of the Company or any of its Subsidiaries with any other Person; (vii) involves any resolution or settlement of any actual or threatened Proceeding against or involving the Company or any of its Subsidiaries since January 31, 2017, and involving aggregate payments in excess of $250,000 or other material lease requirements; (viii) requires any capital commitment or sublease capital expenditure (or series of capital expenditures) by the Company or any of its Subsidiaries in an amount that, individually or in the aggregate, is greater than $500,000, excluding capital equipment ordered in the Ordinary Course of Business in accordance with respect the Company’s business plan; (ix) contains any standstill or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of another Person, which would be binding on Parent and its Affiliates after the Closing; (x) except as set forth on Schedule 5.13(a), constitutes an employment agreement with an executive officer of the Company or provides for severance, retention, change of control or other similar payments to any employee of the Company or its Subsidiaries in excess of $200,000; (xi) constitutes a Company IP Agreement; or (xii) constitutes a commitment to do any of the foregoing described in clauses (i) through (xi). (b) Except as set forth in Schedule 5.12(b), (i) none of the Company or its applicable Subsidiary that is party to a Material Contract, nor, to the Knowledge of the Company, any other party to such Material Contract, is in material breach or material default under such Material Contract, and (ii) neither the Company Leased Real Propertynor any of its Subsidiaries has received (x) any written notice of any default or event that, with or without notice or the lapse of time, or both, would constitute a default by the Company or its applicable Subsidiary that is party thereto under any Material Contract, except for defaults that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect, or (y) any written notice of termination or cancellation of any Material Contract. The Company has made available to Parent true and complete copies of all Material Contracts. (c) Except as set forth in Schedule 5.12(c), each Material Contract is in full force and effect, is a valid and binding obligation of the Company or its applicable Subsidiary that is party thereto, and to the Knowledge of the Company, each other party thereto, and is enforceable in all material respects in accordance with its terms, subject to the Bankruptcy and Equity Exception. (d) The Company shall have until the end of the sixth (6th) Business Day following the date hereof to deliver to Parent an amended version of Schedule 5.12(a), with effect as of the execution of this Agreement. Such amended Schedule 5.12(a) shall for all purposes of this Agreement constitute the disclosures of the Company against Section 5.12(a) as if the disclosures in such amended Schedule 5.12(a) were made as of the execution of this Agreement. The delivery of an amended Schedule 5.12(a) shall in no event have the effect of or be construed as affecting the timing of any representation or warranty made by the Company.

Material Contracts. (a) Except for this AgreementAll Contracts, including amendments thereto, required to be filed as an exhibit to any report of the Company Benefit Plans filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC have been filed. All such filed Contracts shall be deemed to have been made available to Parent. (b) Other than the Contracts described in Section 3.18(a) and agreements any Contracts, including amendments thereto, required to be filed as exhibits 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 promulgated by the SEC, Section 3.18(b) of the Company SEC DocumentsDisclosure Letter sets forth a complete list, and the Company has made available to Parent true and complete copies, of each Contract to which the Company or any of the Company Subsidiaries is a party or by which it is bound or to which any of their respective assets are subject (other than any of the foregoing between the Company and any of the Company Subsidiaries or between any wholly-owned Company Subsidiaries), as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound bythat: (i) any “constitutes a partnership, joint venture or similar arrangement that is material contract” (to the Company and the Company Subsidiaries, taken as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)a whole; (ii) any Contract that (A) expressly imposes any material restriction on evidences the right creation, incurrence, assumption or ability guarantee of Indebtedness of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries Subsidiary in an amount in excess of $25 million1,000,000 (except for such Indebtedness between the Company and any of the Company Subsidiaries or between the Company Subsidiaries, guarantees by the Company of Indebtedness of any of the Company Subsidiaries and guarantees by any of the Company Subsidiaries of Indebtedness of the Company or any other Company Subsidiary); (iii) is a Contract with an affiliate that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Exchange Act; (iv) grants any joint venturerights of first refusal, partnership or limited liability company agreement rights of first negotiation or other similar Contract relating rights to any person with respect to the formation, creation, operation, management or control sale of any joint venture, partnership or limited liability company, other than any such Contract solely between material operating unit of the Company and its Subsidiaries or among the Company’s Company Subsidiaries, taken as a whole; (v) any Contract expressly limiting or restricting would materially restrict the ability of Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) following the Effective Time to compete in any line of business that is material to Parent or its Subsidiaries or in any geographic territory that is material to Parent and its Subsidiaries; or (vi) is a mortgage, pledge, security agreement, deed of trust or other Contract granting a Lien, other than a Permitted Lien, on any material property or asset of the Company or any of its Subsidiaries Company Subsidiary (other than any such item that relates to make distributions Indebtedness that is not required to be listed by Section 3.18(b)(ii)). Each Contract described in Section 3.18(a) or declare Section 3.18(b) that is not terminable by the other party or pay dividends parties thereto on 90 days’ or less notice is referred to in respect of their capital stock, partnership interests, membership interests or other equity interests, this Agreement as the case may be;a “Company Material Contract.” (vic) Neither the Company nor any acquisition Contract Company Subsidiary is in breach of or default under the terms of any Company Material Contract, and, to the knowledge of the Company, no event has occurred that contains “earn out” with notice or other contingent payment obligations, lapse of time or remaining indemnity both would constitute a breach or similar obligations, that could reasonably be expected to result in payments after the date hereof default thereunder by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease Company Subsidiary, where such breach or sublease default, individually or together with respect other such breaches or defaults, has had or would reasonably be expected to have a Company Leased Real PropertyMaterial 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, individually or together with other such breaches or defaults, has had or would reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, each Company Material Contract is a valid and binding obligation of the Company or a Company Subsidiary that is a party thereto and, to the knowledge of the Company, is in full force and effect, except for such failures as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, subject to the Bankruptcy and Equity Exception.

Material Contracts. (a) Except for this Agreement, the any Company Benefit Plans Plan and agreements the Contracts filed as exhibits to the publicly available Company SEC DocumentsReports, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries is a party to or bound byby any Contract: (i) any that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the SEC)Securities Act; (ii) pursuant to which the Company or any Contract Company Subsidiary has any material continuing “earn-out” or other contingent payment obligations arising in connection with the acquisition or disposition by the Company of any business; (iii) containing any standstill or similar provision remaining in effect pursuant to which the Company or any Company Subsidiary has agreed not to acquire securities or material assets of another Person; (iv) that (A) expressly imposes limits in any material restriction respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would 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 (C) grants “most favored nation” status that, following the Merger, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries; (v) that (A) is a material indenture, loan or credit Contract, loan note, mortgage Contract, letter of credit or other Contract representing, or any guarantee of, indebtedness of the Company or any Company Subsidiary or (B) is a material guarantee by the Company or any Company Subsidiary of the indebtedness of any Person other than the Company or a wholly owned Subsidiary of the Company; (vi) that grants (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any Person (other than the Company, a wholly owned Company Subsidiary or a wholly owned Subsidiary of the MLP) with respect to any asset that is material to the Company; (vii) that was entered into to settle any material litigation and which imposes material ongoing obligations on the right Company; (viii) limiting or restricting the ability of the Company or any of its Subsidiaries to compete with any declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerequity interests; (iiiix) any mortgagethat is a material partnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement company, joint venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability companycompany or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 25% or more, other than with respect to any such Contract solely between wholly owned Subsidiary of the Company and its Subsidiaries or among wholly owned Subsidiary of the Company’s Subsidiaries;MLP; or (vx) that relates to the acquisition or disposition of any Contract expressly limiting business or restricting assets (other than the ability purchase and sale of crude oil and products in the ordinary course of business) pursuant to which the Company or any of its Subsidiaries has any liability in excess of $100,000,000 in any transaction or series of related transactions. Each such Contract described in clauses (i) through (x) is referred to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, herein as the case may be; a “Material Contract”. Each Material Contract (vi) any acquisition and each Contract that contains “earn out” would be a Material Contract but for the exception of having been filed as an exhibit to a publicly available Company Report) is valid and binding on the Company and its Subsidiaries as applicable and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, and neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other party to a Material Contract is in breach or other contingent payment obligationsviolation of any provision of, or remaining indemnity in default under, any Material Contract, and no event has occurred that, with or similar obligationswithout notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that could would not, individually or in the aggregate, reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to have a Company Leased Real PropertyMaterial Adverse Effect. A copy of each Material Contract has previously been delivered to Parent.

Material Contracts. (a) Except for this Agreement, as set forth in Section 3.19 of the Company Disclosure Schedule and except for Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsPlans, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any Subsidiary of the Company 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 (but not limited to) any Contract pursuant to which the Company or any Subsidiary of the Company has an obligation to indemnify such officer, director, Affiliate or family member; (iii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or Company, any of its Subsidiaries or any Affiliate of them to compete with any other person in any line of business or acquire geographic region, or dispose solicit any customer (or that following the Effective Time will restrict the right or ability of Parent or its Subsidiaries to engage in any line of business or compete in any geographic area); (iv) any Contract that obligates the securities of Company or its Subsidiaries (or following the Effective Time, Parent or its Subsidiaries) to conduct business with any other person third party on a preferential or (B) exclusive basis or which contains an exclusivity or a “most favored nation” clause or similar covenant; (v) any acquisition or divestiture Contract or material licensing agreement that restricts the business contains material indemnities or any “earnout” or other contingent payment obligations that are outstanding obligations of the Company or any of its Subsidiaries in a material manneras of the date of this Agreement; (iiivi) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge Collective Bargaining Agreement or other works council agreement; (vii) any agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness relating to Indebtedness of the Company or any of its Subsidiaries in having an outstanding principal amount in excess of $25 million10,000,000; (ivviii) any Contract that grants any right of first refusal or right of first offer or similar right with respect to any assets, rights or properties of the Company or its Subsidiaries (A) for, or that would reasonably be expected to result in, total consideration of more than $10,000,000 or (B) with a fair market value in excess of $10,000,000; (ix) any Contract that provides for the acquisition or disposition by the Company or any of its Subsidiaries of any assets (other than acquisitions or dispositions of assets in the ordinary course of business) or a business (whether by merger, sale of stock or otherwise) that contain ongoing obligations that are material to the Company and the Company’s Subsidiaries, taken as a whole; (x) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vxi) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries (A) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (B) to make loans to the Company or any of its Subsidiaries, or (C) to grant liens on the property of the Company or any of its Subsidiaries; (vixii) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person, except for (A) loans or advances for indemnification, attorneys’ fees, or travel and other business expenses in the ordinary course of business, (B) extended payment terms for customers in the ordinary course of business, (C) prepayment of Taxes for repatriated employees of the Company and its Subsidiaries or (D) loans, advances or capital contributions to, or investments in, any Person that is not an Affiliate or employee of the Company not in excess of $25 million; and25,000,000 individually; (viixiii) any settlement agreement entered into since July 1, 2013 (A) with a Governmental Entity, (B) that requires the Company and its Subsidiaries to pay more than $25,000,000 after the date of this Agreement or (C) imposes any restrictions on the business of the Company or its Subsidiaries; (xiv) any Contract with a Top Customer, Top Distributor or Top Supplier (excluding purchase orders issued in the ordinary course of business); (xv) any Contract that involved the payment of more than $10,000,000 by the Company and its Subsidiaries in fiscal year 2016 or that is expected to result in the payment of such amount by the Company and its Subsidiaries in fiscal year 2017 (excluding Contracts (A) with customers, distributors, suppliers or Representatives or (B) that are purchase orders issued in the ordinary course of business); (xvi) any Contract that involved the receipt of more than $10,000,000 by the Company and its Subsidiaries in fiscal year 2016 or that is expected to result in the receipt of such amount by the Company and its Subsidiaries in fiscal year 2017 (excluding Contracts (A) with customers, distributors, suppliers or Representatives or (B) that are purchase orders issued in the ordinary course of business); (xvii) any Contract relating to the supply of any item used by the Company or a Subsidiary of the Company that is a sole source of supply of any raw material, component or service and under which the Company paid more than $5,000,000 to the relevant supplier in fiscal year 2016 or that is expected to result in the payment of such amount by the Company and its Subsidiaries in fiscal year 2017 (excluding purchase orders issued in the ordinary course of business); (xviii) any material lease or sublease Government Contract that has not been closed out; or (xix) any contract relating to the creation of any Lien (other than Permitted Liens) with respect to any material asset of the Company or any Subsidiary of the Company. All contracts of the types referred to in clauses (i) through (xix) above (whether or not set forth on Section 3.19 of the Company Disclosure Schedule), are referred to herein as “Company Material Contracts.” The Company has made available to Parent prior to the date of this Agreement a complete and correct copy of each Company Material Contract as in effect on the date of this Agreement. (b) Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract and, to the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the knowledge of the Company, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default under the terms of any Company Material Contract, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Leased Real PropertyMaterial Adverse Effect. Each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto (except in each case as enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), and is in full force and effect, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Material Contract and as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Material Contract to terminate for default, convenience or otherwise any Company Material Contract prior to its stated expiration date, nor to the knowledge of the Company, is any such party threatening to do so, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) As of the date of this Agreement, no Top Supplier, Top Customer or Top Distributor has canceled, terminated or substantially curtailed its relationship with the Company or any Subsidiary of the Company, given notice to the Company or any Subsidiary of the Company of any intention to cancel, terminate or substantially curtail its relationship with the Company or any Subsidiary of the Company, or, to the knowledge of the Company, threatened to do any of the foregoing.

Material Contracts. (a) Except for For all purposes of and under this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor a “Material Contract” means any of its Subsidiaries is a party to oral or bound bywritten: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECExchange Act, other than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to Company and its Subsidiaries, taken as whole; (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the in each case, under which Company or any of its Subsidiaries to compete has continuing obligations) with any other person officer, director or acquire or dispose employee of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness member of the Company Board providing for (A) an annual base salary in excess of $200,000, (B) material severance or termination pay liabilities of Company or any of its Subsidiaries in an amount in excess related to termination of $25 millionemployment or (C) indemnification by Company or any of its Subsidiaries of any officer, director or employee of Company or any of its Subsidiaries; (iii) Benefit Plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the consummation of the Merger or the value of any of the benefits of which will be calculated on the basis of the Merger; (iv) Contract relating to or evidencing (A) Indebtedness in excess of $10,000,000, other than loans to direct or indirect wholly owned Subsidiaries, in each case in the ordinary course of business consistent with past practice and equipment leases entered into in the ordinary course of business or (B) Liens upon any joint venturematerial part of the owned assets or owned properties of Company and its Subsidiaries, partnership taken as a whole; (v) Contract pursuant to which Company or any of its Subsidiaries has guaranteed any obligations or liabilities (whether absolute, accrued, contingent or otherwise) of any other Person, which guarantee obligation exceeds $1,500,000, other than guarantees by Company for obligations of its wholly owned Subsidiaries; (vi) Any limited liability company agreement agreement, partnership, joint venture or other similar Contract relating to the formation, creation, operation, operation or management or control of any joint venturelimited liability company, partnership or limited liability companyjoint venture, other than any such Contract solely between the Company and its Subsidiaries limited liability company, partnership or among the joint venture that is a wholly owned Subsidiary of Company’s Subsidiaries; (vvii) Contract for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments that would reasonably be expected to be in excess of $2,000,000 during any twelve-month period; (viii) Contract expressly limiting that (A) limits or restricting purports to limit in any material respect the ability of Company or any of its Affiliates to compete in any line of business or with any Person or in any geographic area or during any period of time or to develop, market, sell, distribute or otherwise exploit business of Company, (B) grants exclusive rights of any type or scope or rights of first refusal, rights of first negotiation or similar rights or terms to any Person, (C) requires Company or any of its Affiliates to use any supplier or third party for all or substantially all of any of its material requirements or needs in any respect, (D) limits or purports to limit in any material respect the ability of Company or any of its Affiliates to solicit any customers or clients of the other parties thereto, or (E) requires Company or any of its Affiliates to provide to the other parties thereto “most favored nations” status or similar best price rights; (ix) Contract providing for “earn-outs,” “performance guarantees” or other similar contingent payments by Company or any Subsidiary that would reasonably be expected to be in excess of $1,000,000 during any future twelve-month period; (x) Contract under which (A) a federal Governmental Entity procures supplies or services from Company or any of its Subsidiaries or provides a grant to make distributions Company or declare or pay dividends in respect any of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsits Subsidiaries, or remaining indemnity any subcontract to such a Contract or similar obligations(B) a state Governmental Entity procures supplies or services from Company or any of its Subsidiaries or provides a grant to Company or any of its Subsidiaries, or any subcontract to such a Contract, that could reasonably be expected involves aggregate payments by or to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million1,000,000; (xi) Contract between Company or any wholly owned Subsidiary of Company, on the one hand, and another Subsidiary that is not wholly owned or Company Minority Interest Business, on the other hand; (xii) Contract entered into on or after March 27, 2009 relating to the acquisition or disposition of any business or any assets (whether by merger, sale of stock or assets or otherwise) in an amount in excess of $10,000,000 or under which there remain any representations, covenants, indemnities or other obligations (including indemnification or other contingent obligations) that are in effect and material to Company; (xiii) Contract for which the principal purpose is the ownership, use or licensing of any Intellectual Property by or to Company or any of its Subsidiaries (other than non-exclusive (i) off-the-shelf or other commercially available software licenses with annual payments of less than $1,000,000 cumulatively per software title or (ii) licenses to Marks, Copyrights, software or similar items embedded in or included on equipment or products sold by Company or its Subsidiaries granted in the ordinary course of business consistent with past practice); (xiv) Contract with any of Company’s 10 most material suppliers (measured based on aggregate payments by Company to such suppliers during the twelve month period ended August 31, 2012); and (viixv) Contracts (other than Contracts of the type described in subclauses (i) through (xiv) above) that involve aggregate payments by or to Company or any of its Subsidiaries in excess of $5,000,000 during any twelve-month period or in excess of $10,000,000 in the aggregate during the term of such Contract, other than purchase or sales orders or other Contracts that, in each case, were entered into in the ordinary course of business consistent with past practice and are terminable or cancelable by Company or any of its Subsidiaries without penalty or liability on 90 days’ notice or less. (b) Section 3.17(b) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to or by which Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound as of the date hereof. True and complete copies of each Material Contract (including any material lease amendments, waivers or sublease modifications thereto) in existence as of the date hereof have been delivered or made available by Company to Parent prior to the date hereof. (c) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, each Material Contract is valid and binding on Company (and/or each Subsidiary party thereto) and is in full force and effect, and neither Company nor any of its Subsidiaries party thereto, nor, to the knowledge of Company, any other party thereto, is in breach of, or default under, any such Material Contract, and no event has occurred that with respect notice or lapse of time or both would reasonably be expected to (i) constitute such a breach or default thereunder by Company Leased Real Propertyor any of its Subsidiaries party thereto, or, to the knowledge of Company, any other party thereto; or (ii) give any Person the right to declare a default, accelerate the maturity or performance of any Material Contract, or cancel, terminate or modify any Material Contract.

Material Contracts. (a) Except for this Agreement, such Chaparral Material Contracts that Chaparral has filed with the Company Benefit Plans and agreements filed SEC as exhibits to the Company SEC Documents, a material contract as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in required by Item 601(b)(10) of Regulation S-K K, Section 2.14 of the SEC)Chaparral Disclosure Schedules sets forth a list of, and Chaparral has made available to Parent, true, correct and complete copies of, each written contract, agreement, commitment, arrangement, lease, license, permit or plan and each other instrument to which Chaparral or any Subsidiary is a party or by which Chaparral or any Subsidiary is bound as of the date hereof (each, a “Chaparral Material Contract”) that: (i) is described in the Chaparral Financials for the year ended December 31, 2008; (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerintentionally omitted; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money contains covenants that materially limit the ability of Chaparral or any guarantee of such indebtedness Subsidiary (or which, following the consummation of the Company Merger, could materially restrict the ability of Parent, Chaparral, the Subsidiaries or any of its Subsidiaries their affiliates): (A) to compete in any line of business or with any Person or in any geographic area or to sell, supply, price, develop or distribute any service, product or asset, including any non-competition covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an amount interest in excess any other entity, except, in each case, for any such contract that may be canceled without any penalty or other liability to Chaparral or any Subsidiary upon notice of $25 million60 days or less; (iv) involves any joint venture, partnership or partnership, limited liability company agreement or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability companyjoint venture that is material to the business of Chaparral, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariestaken as a whole; (v) involves any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stockexchange traded, partnership interests, membership interests over-the-counter or other equity interestsswap, as the case may becap, 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; (vi) relates to Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) having an outstanding principal amount in excess of $1,000,000 with respect to any Indebtedness; (vii) was entered into by Chaparral or any Subsidiary and has not yet been consummated, and involves the acquisition Contract that contains 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 the ordinary course of business consistent with past practices; (viii) by its terms calls for aggregate payments by Chaparral under such contract of more than $3,000,000 with respect to any payments; (ix) with respect to any material agreement for 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, pursuant to which Chaparral or any Subsidiary has: (A) any continuing indemnification obligations or (B) any “earn earn-out” or other contingent payment obligations; (x) involves any managers, directors, executive officers or remaining indemnity key employees of Chaparral that cannot be cancelled by Chaparral within 60 days’ notice without liability, penalty or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company premium; (xi) obligates Chaparral or any of its Subsidiaries Subsidiary to provide indemnification or a guarantee in excess of $25 million; and (vii) any material lease or sublease 3,000,000 with respect to any obligation; (xii) obligates Chaparral or any Subsidiary to make any capital commitment or capital expenditure (including pursuant to any joint venture) in excess of $3,000,000 with respect to such obligation; (xiii) relates to the development, ownership, licensing or use of any Intellectual Property (as defined in Section 2.15) material to the business of Chaparral or any Subsidiary, 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, with license, maintenance, support and other fees of less than $500,000 per year (collectively, “Off-the-Shelf Software Agreements”); (xiv) provides for any standstill arrangements; or (xv) Chaparral has filed as a material contract with the SEC pursuant to Item 601(b)(10) of Regulation S-K. (b) With respect to each Chaparral Material Contract: (i) each Chaparral Material Contract is legal, valid, binding and enforceable in all material respects against Chaparral or the Subsidiaries, as the case may be, and, to Chaparral’s knowledge, the other party thereto, and in full force and effect (except as such enforcement may be limited by the Enforceability Exceptions); (ii) the consummation of the transactions contemplated by this Agreement will not affect the terms, validity or enforceability of such Chaparral Material Contract against the Surviving Company Leased Real Propertyor any Subsidiary and, to Chaparral’s knowledge, the other party thereto; (iii) neither Chaparral nor any Subsidiary 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 Chaparral or any Subsidiary, or permit termination or acceleration by the other party, under any Chaparral Material Contract; (iv) to Chaparral’s knowledge, no other party to any Chaparral 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 Chaparral or any Subsidiary, under such Chaparral Material Contract, and (v) the consummation of the transactions contemplated by this Agreement will not obligate Chaparral or any Subsidiary to make any payments thereunder.

Material Contracts. (a) Except for For all purposes of and under this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by“Material Contract” shall mean: (i) any agreement that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulations S-K under the SEC)Securities Act; (ii) any employment or consulting Contract (in each case, under 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) expressly imposes is for a fixed term of employment or services (but in the case of consulting agreements, only if such fixed term exceeds 2 months) or (B) provides for severance or termination payments in an amount in excess of the Company’s standard severance policy; (iii) any material restriction on Contract (A) limiting the freedom or right or ability 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 other person Person in any line of business or acquire or dispose of in any location, in any such case, in a manner that would be material to the securities of any other person Company and its Subsidiaries, taken as a whole, or (B) contains an containing exclusivity obligations or “most favored nation” clause 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 restricts would be material to the business of Company and its Subsidiaries, taken as a whole; (iv) any Contract (A) relating to the license, disposition or acquisition (directly or indirectly) by the Company or any of its Subsidiaries in of a material manner; amount of assets other than in the ordinary course of business consistent with past practice, (iiiB) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of pursuant to which the Company or any of its Subsidiaries will acquire any material interest in an amount in excess any other Person, other business enterprise other than the Company’s Subsidiaries or any real property, or (C) for the acquisition or disposition of $25 millionany business containing any profit sharing arrangements or “earn-out” arrangements, indemnification obligations or other contingent payment obligations; (ivv) any joint venture, partnership or limited liability company agreement or other similar Company Intellectual Property Agreements set forth in Section 4.15(b) of the Company Disclosure Letter; (vi) any Contract relating that relates to the formation, creation, operation, management or control of any (A) joint ventureventure or (B) partnership, partnership or collaboration, limited liability company, other than any such Contract solely between joint marketing, distribution or similar arrangement that, in the case of clause (B), is material to the Company and its Subsidiaries Subsidiaries, taken as a whole, or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of pursuant to which the Company or any of its Subsidiaries has an obligation (contingent or otherwise) to make distributions a material investment in or declare or pay dividends in respect material extension of their capital stock, partnership interests, membership interests or other equity interests, as the case may becredit to any Person; (vivii) any acquisition 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 contains “earn out” involves or other contingent payment obligationsrelates 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 remaining indemnity group of Contracts with a Person (or similar obligationsgroup of affiliated Persons), that could reasonably be expected the termination or breach of which would have a Company Material Adverse Effect and is not disclosed pursuant to result in payments after clauses (i) through (xi) above. (b) Section 4.12(b) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party or is bound as of the date hereof 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, each other party thereto, and is in full force and effect, enforceable against the 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 other similar laws affecting or relating to creditors’ rights generally and (ii) is subject to general principles of equity, and neither the Company nor any of its Subsidiaries that is a party thereto, nor, to the Knowledge of the Company, any other party thereto, is in material breach of, or material default under, any 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 in excess Subsidiaries, or, to the Knowledge of $25 million; andthe Company, any other party thereto. (viid) 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 lease certification, representation, clause, provision or sublease 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 Leased Real Propertynor 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) Except for this Agreement, (x) as set forth on Section 4.19 of the Company Benefit Plans Disclosure Schedules, (y) for Reinsurance Agreements and agreements filed as exhibits Insurance Contracts (including insurance or annuity policies and contracts, or any binders, slips, certificates, endorsements or riders thereto) and (z) for contracts, agreements, instruments or commitments that relate to Investment Assets (including the Company SEC Documentsdisposition, as of the date of this Agreementcustody or acquisition thereof), neither the Company nor any of its Subsidiaries is a party to or expressly bound byby any agreement, lease, easement, license, contract, note, bond, mortgage, indenture or other legally binding obligation (each, a “Contract”) that: (i) any would be required to be filed by the Company as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes limits in any material restriction on respect either the right type or line of business in which the Company or any of its Subsidiaries or any Person that controls, or is under common control with, the Company may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions) or (B) prohibits the Company or any of its Subsidiaries or any Person that controls, or is under common control with, the Company from soliciting any client or customer; (iii) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract or other Contract representing, or any guarantee of, Indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $10,000,000, other than any Indebtedness between or among the Company and any of its Subsidiaries or (B) is a guarantee by the Company or any of its Subsidiaries of such Indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company; (iv) limits or restricts the ability of the Company or any of its Subsidiaries to compete with any (A) declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other person or acquire or dispose of the securities of any other person or equity interests, (B) contains an exclusivity pledge capital stock or “most favored nation” clause that restricts the business (C) issue any guarantee of the Company or any of its Subsidiaries in a material mannerIndebtedness; (iiiv) any mortgageis a partnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement company, joint venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability companycompany or joint venture in which the Company owns, directly or indirectly, any voting or economic interest, other than with respect to any such Contract solely wholly-owned Subsidiary of the Company; (vi) involves the settlement of any pending or threatened claim, action or proceeding that requires payment obligations after the date hereof in excess of $5,000,000, other than claims settled under Insurance Contracts in the ordinary course of business and within applicable policy limits; (vii) has been entered into between the Company or any of its Subsidiaries, on the one hand, and its Subsidiaries any officer, director or among Affiliate (other than a wholly-owned Subsidiary of the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect any of their capital stockrespective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 under the Exchange Act), partnership interestson the other hand, membership interests including any Contract pursuant to which the Company or other equity interestsany of its Subsidiaries has an obligation to indemnify such officer, as the case may bedirector, Affiliate or family member; (viviii) (A) grants any acquisition Contract right of first refusal, right of first offer, or similar right with respect to any material assets, rights, or properties of the Company or any of its Subsidiaries or (B) obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “earn outmost favored nation” or similar covenant with any third party; (ix) provides for any guaranty of liabilities or obligations by the Company or any Subsidiary thereof, in each case that is material to the Company and its Subsidiaries, taken as a whole, other contingent payment obligations, than any guaranty by the Company or remaining indemnity a Subsidiary thereof of any of the obligations of the Company or similar obligations, that could reasonably be expected another wholly-owned Subsidiary thereof; (A) relates to result in payments after the date hereof disposition or acquisition (directly or indirectly) by the Company or any of its Subsidiaries of any material assets or properties of the Company or its Subsidiaries, other than any such Contracts that are no longer executory or (B) pursuant to which the Company or any of its Subsidiaries will acquire any material interest in excess of $25 million; andany other Person or other business enterprise; (viixi) pursuant to which the Company or any of its Subsidiaries is restricted in its right to assert, use or register any material lease Company Intellectual Property, including coexistence agreements, settlement agreements, covenants not to ▇▇▇ or sublease similar agreements or arrangements; or (xii) is a collective bargaining agreement or other agreement with respect any labor union, works council, trade union, labor association or other employee representative organization. (b) Each such Contract described in clauses (i) through (xii) above is referred to herein as a “Material Contract.” Except as otherwise set forth on Section 4.19(b) of the Company Disclosure Schedules, each Material Contract and each Contract pursuant to which the Company or any of its Subsidiaries grants or obtains rights to material Intellectual Property (excluding Contracts granting rights to use generally commercially available, off-the-shelf software (including “shrink-wrap” or “click-wrap” agreements)) (“Material IP Contract”) is a legal, valid and binding obligation of the Company or the Subsidiary that is party thereto, and, to the knowledge of the Company, and each other party thereto, is in full force and effect and enforceable by the Company or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as, individually or in the aggregate, is not and would not be reasonably expected to be, material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any other party to a Material Contract or Material IP Contract is in breach or violation of any provision of, or in default under, any Material Contract or Material IP Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that, individually or in the aggregate, is not and would not be reasonably expected to be, material to the Company Leased Real Propertyand its Subsidiaries, taken as a whole. The Company has previously made available true and complete copies of each Material Contract as of the date of this Agreement.

Material Contracts. (a) Except for this Agreement, Schedule 4.19 of the Company Benefit Plans Disclosure Letter sets forth a true and agreements filed as exhibits to the Company SEC Documentscomplete list, as of the date of this Agreement, neither of (provided that Schedule 4.19 of the Company nor Disclosure Letter need not list any Material Contract that is also a Company Benefit Plan listed in Schedule 4.10(a) of its Subsidiaries is a party to or bound by:the Company Disclosure Letter): (i) any each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) to which the Company or any of the SEC)its Subsidiaries is a party; (ii) any each Contract that (other than agreements solely between or among the Company and its Subsidiaries) (A) expressly imposes any material restriction on the right or ability evidencing Indebtedness of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains that creates a capitalized lease obligation of the Company or any of its Subsidiaries, in each case with an exclusivity aggregate principal amount in excess of $20,000,000; (iii) each Contract to which the Company or any Subsidiary of the Company is a party that (A) restricts in any material respect the ability of the Company or any Affiliate of the Company to compete in any business (or line of business) or with any Person in any geographical area, (B) requires the Company or any Affiliate of the Company to conduct any business on a “most favored nationnations” clause basis with any third party or (C) provides for “exclusivity” or any similar requirement in favor of any third party; (iv) any acquisition or divestiture Contract that restricts contains “earn out”, indemnification or other similar contingent obligations, that would reasonably be expected to result in payments by or to the Company or any of its Subsidiaries in excess of $10,000,000; (v) each Contract for the lease of personal property or real property by the Company or any of its Subsidiaries involving payments in excess of $5,000,000 in any calendar year that are not terminable without penalty or other liability to the Company or any of its Subsidiaries within sixty (60) days; (vi) each Contract that would reasonably be expected to require the disposition of any material assets or line of business of the Company or its Subsidiaries (or, after the First Merger Effective Time, Parent or its Subsidiaries); (vii) each Contract involving the pending acquisition or sale of (or option to purchase or sell) any material amount of the assets or properties of the Company or its Subsidiaries, taken as a whole, in each case excluding unexercised purchase options under Company Real Property Leases; (viii) each joint venture, partnership or other similar agreements or arrangements in which the Company or any of its Subsidiaries owns any interest valued at more than $10,000,000, without regard to voting or economic interest; (ix) each Contract among the Company and/or any of its Subsidiaries and Former Impala Parent and or any of its Subsidiaries with continuing obligations of any party thereto; (x) each Contract relating to a Company Related Party Transaction; (xi) each Contract with (A) any agent, distributor or sales representative, (B) any insurance company, or (C) any other vehicle supplier (including used-vehicle dealers, rental car and fleet lease companies, auto lenders and charitable organizations), in each case involving aggregate net proceeds or other payments to the Company and its Subsidiaries in excess of $10,000,000 for the Company’s fiscal year ended January 2, 2022; (xii) each Contract where the Company or any of its Subsidiaries grants any license, covenant not to assert, release, agreement not to enforce or prosecute, or other similar immunity to any Person under or to any material item of Company Owned Intellectual Property, other than Ordinary Course Licenses; (xiii) each Contract where the Company or any of its Subsidiaries is granted any license, covenant not to assert, release, agreement not to enforce or prosecute, or other immunity by any Person under or to any third Person Intellectual Property that are material to the Company and its Subsidiaries, taken as a whole, other than Ordinary Course Licenses and licenses for Open Source Software; (xiv) each customer Contract with any Top Company Customer; (xv) any written indemnification agreement between the Company and any of its Subsidiaries and any Indemnified Person; (xvi) each Contract entered into in connection with the settlement of a pending or threatened Proceeding with material ongoing obligations of the Company or any of its Subsidiaries (other than solely ongoing confidentiality obligations) other than (A) releases that are immaterial in a material manner;nature or amount entered into in the ordinary course of business, or (B) settlement Contracts only involving the payment of cash in amounts that do not exceed $2,000,000 in any individual case; and (iiixvii) each Contract (excluding any mortgage, note, debenture, indenture, security agreement, guaranty, pledge leases of real or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company personal property and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting of a type covered by clause (xi) above) that by its terms calls for annual payments to or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and10,000,000. (viib) Collectively, the Contracts described in Section 4.19(a) are herein referred to as the “Company Contracts”. A complete and correct copy of each of the Company Contracts (including all amendments, modifications, waivers and supplements thereto) as of the date of this Agreement has been made available to Parent. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company 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. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or its Subsidiaries, or, to the knowledge of the Company, any other party thereto. There are no pending disputes, to the knowledge of the Company, alleging the material failure of the Company or its Subsidiaries to comply with any material lease term of any Company Contract, and, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Contract to terminate (in whole or sublease with respect in part) for default, convenience or otherwise any Company Contract, nor to a Company Leased Real Propertythe knowledge of the Company, is any such party threatening to do so.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as As of the date of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither the Company WBKC nor any of its Subsidiaries Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to to, or is bound or affected by:, or receives benefits under the following material contracts (collectively, the “Material Contracts”): (i) any “material contract” contract relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (as such term is defined other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in Item 601(b)(10) the ordinary course of Regulation S-K of the SECbusiness); (ii) any Contract contract containing covenants that (A) expressly imposes any material restriction on limit the right or ability of the Company WBKC or any of its Subsidiaries to compete in any line of business or with any other person Person, or acquire to hire or dispose engage the services of any Person, or that involve any restriction of the securities of any other person geographic area in which, or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a material manner“sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any mortgagecontract for, notewith respect to, debentureor that contemplates, indenturea possible merger, security agreementconsolidation, guarantyreorganization, pledge recapitalization, joint venture, or other agreement business combination, or instrument evidencing indebtedness for borrowed money asset sale or any guarantee sale of such indebtedness equity securities not in the ordinary course of the Company business consistent with past practice, with respect to WBKC or any of its Subsidiaries in an amount in excess of $25 millionSubsidiaries; (iv) any joint venture, partnership lease of real or limited liability company personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or other similar Contract relating to the formation, creation, operation, management or control having a remaining term in excess of any joint venture, partnership or limited liability companytwo years, other than financing leases entered into in the ordinary course of business in which WBKC or any such Contract solely between the Company and of its Subsidiaries or among is the Company’s Subsidiarieslessor; (v) any Contract expressly limiting contract that involves total aggregate expenditures or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof receipts by the Company WBKC or any of its Subsidiaries in excess of $25 million100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; andor (vii) any material lease other document, instrument or sublease with agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a Company Leased Real Propertytrue and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) Except for this Agreement, as set forth in Section 3.21 of the Company Disclosure Schedule and Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsPlans, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries Company Subsidiary is a party to or bound byby any Contract that: (i) any is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC); (ii) would, after giving effect to the Merger, materially limit or materially restrict the Surviving Corporation or any Contract Company Subsidiary or any successor thereto, from engaging or competing in any line of business that it currently engages in or is a reasonable extension thereof (Aincluding with respect to Parent after the Effective Time) expressly imposes or in any material restriction on geographic area (including through exclusivity, non-solicitation or “most favored nation” provisions with respect to customers); (iii) limits or otherwise restricts the right or ability of the Company or any of Company Subsidiary to pay dividends or make distributions to its Subsidiaries shareholders; (iv) (A) is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement or commitment that provides for or relates to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business Indebtedness of the Company or any Company Subsidiary, including any sale and leaseback transactions or other similar financing arrangements or (B) provides for the guarantee, support, indemnification, assumption or endorsement by the Company or any Company Subsidiary of, or any similar commitment by the Company or any Company Subsidiary with respect to, the obligations, liabilities or Indebtedness of its Subsidiaries any other Person of the nature described in a material mannerclause (A), in the case of each of clauses (A) and (B), in the principal amount of $100,000,000 or more; (iiiv) is a settlement, consent or similar Contract to resolve litigation and that contains any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness material continuing obligations of the Company or any of its Subsidiaries in an amount in excess of $25 millionCompany Subsidiary; (ivvi) is a collective bargaining agreement, work rules or other agreement with any Union; (vii) (A) is a joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, Joint Venture of the Company (other than any such Contract solely among any of the Company and the wholly owned Company Subsidiaries), in each case, that is material to the Company and the Company Subsidiaries taken as a whole or (B) is a shareholder or stockholder agreement between the Company or any Company Subsidiary, on the one hand, and any other Person, on the other hand; (viii) grants any right of first refusal, right of first offer, or right of first negotiation with respect to any assets, rights or properties of the Company or the Company Subsidiaries that are material to the Company and the Company Subsidiaries taken as a whole; or (ix) relates to any past or pending acquisition or disposition of any Person, business or assets constituting a business and under which the Company or the Company Subsidiaries have any material continuing guarantee, “earnout” or other contingent, deferred or fixed payment obligations. (b) Each Contract of the type described in this Section 3.21, whether or not set forth on Section 3.21 of the Company Disclosure Schedule and whether or not entered into on or prior to the date hereof, is referred to herein as a “Company Material Contract.” The Company has made available to Parent true, correct and complete copies of each Company Material Contract in effect as of the date hereof (other than any Contracts publicly available and filed as exhibits to the Company SEC Documents prior to the date of this Agreement), excluding any schedules, annexes, exhibits, work orders, statements of work or other ancillary documents with respect to any such Company Material Contracts that are no longer in force or effect or do not contain terms that are, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. (c) Each Company Material Contract is a valid and binding obligation of the Company or the Company Subsidiary party thereto enforceable against the Company or such Company Subsidiary in accordance with its Subsidiaries or among terms (except that such enforcement may be subject to the Bankruptcy and Equity Exceptions) and, to the Company’s Subsidiaries; (v) any Knowledge, each other party thereto, and is in full force and effect, and each of the Company and each of the Company Subsidiaries which is a party thereto has performed in all material respects all obligations required to be performed by it to the date hereof under each Company Material Contract expressly limiting and, to the Company’s Knowledge, each other party to each Company Material Contract has performed in all material respects all obligations required to be performed by it under such Company Material Contract, except, in each case, as would not reasonably be expected to have, individually or restricting in the ability aggregate, a Company Material Adverse Effect. The Company has no Knowledge of, and none of the Company or any Company Subsidiary has received notice of, any violation of or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract to which it is a party or by which it or any of its Subsidiaries to make distributions properties or declare assets is bound, except for violations or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract defaults that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could would not reasonably be expected to result have, individually or in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to aggregate, a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, Disclosure Schedule 5.11 sets forth a complete list of 365 Contracts identified as of the date of this Agreementhereof that fall within the following categories (collectively, neither the Company nor any of its Subsidiaries is a party to or bound by:“Material Contracts”): (i) any “material contract” lease or sublease of real property included as an Asset (as such term whether a Selling Entity is defined in Item 601(b)(10) of Regulation S-K of the SEClessor, sublessor, lessee or sublesee); (ii) other than purchase orders issued in the ordinary course of business, any Contract that for the purchase or supply of goods or services providing for either (A) expressly imposes any material restriction on annual payments by the right Acquired Business of $250,000 or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person more; or (B) contains an exclusivity or “most favored nation” clause that restricts annual receipts by the business Acquired Business of the Company or more than $1,000,000 in any of its Subsidiaries in a material mannercalendar year; (iii) any mortgage, note, debenture, indenture, security partnership agreement, guarantyjoint venture agreement, pledge or other strategic alliance, stockholders’ agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 millionlimited liability company agreement; (iv) any joint ventureContract with any sales representative, partnership reseller, agent, marketing partner, distributor or limited liability company agreement or other similar Contract franchisee of any Selling Entity relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s SubsidiariesAcquired Business; (v) any Contract expressly limiting relating to the acquisition or restricting the ability disposition of the Company or any material business (whether by merger, sale of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests sale of assets or other equity interests, as otherwise) pursuant to which a Selling Entity or Buyer would have continuing obligations following the case may bedate of this Agreement; (vi) any acquisition Contract that contains “earn out” where the Business is, and Buyer would be required to become, obligor or other contingent payment obligationsguarantor relating to indebtedness, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or except for any of its Subsidiaries in excess of $25 million; andRelated Party Agreements; (vii) any Contract containing covenants expressly limiting, individually or in the aggregate, in any material lease respect the freedom of the Business or sublease Assets to compete with respect any Person in a product or line of business or operate in any jurisdiction; (viii) any Hedge Contract; (ix) any Contract that contains exclusivity, requirements or similar provisions binding on the Acquired Business or the Assets; (x) any Contract containing “most favored nation” provisions; (xi) each Collective Bargaining Agreement; (xii) any Contract pursuant to which any of Selling Entity (A) licenses or is otherwise permitted by a Third Party to use any Intellectual Property material to the Acquired Business (other than any “shrink wrap,” “commercially available software package” or “click through” license that is generally available on and actually licensed under standard terms) or (B) licenses any Acquired Intellectual Property to a Company Leased Real Third Party; (xiii) any Contract pursuant to which any Selling Entity is obligated to pay royalties or license fees to another Person in excess of $50,000 for which the Acquired Business may be affected; (xiv) any Contract that provides for the development, modification, or creation of any Acquired Intellectual Property, other than Contracts entered into with employees of a Selling Entity regarding the development of Intellectual Property by such employees entered into such Selling Entity’s form of employee inventions assignment agreement (a copy of which has been made available to Buyer); or (xv) any Related Party Agreement. (b) Each Material Contract is a legal, valid and binding obligation of the Selling Entity party thereto and, to the Knowledge of such Selling Entity, the other parties thereto in accordance with its terms and conditions, and is enforceable against such Selling Entity except as such legality, validity and enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) equitable principles of general applicability (whether considered in a proceeding at law or in equity). No event has occurred which, with the passage of time or the giving of notice, or both, would constitute a material default under or a material violation of any Material Contract or would cause the acceleration of any obligation of any Selling Entity or, to the Knowledge of such Selling Entity, any other party thereto or the creation of a lien upon any Asset.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Benefit Plans Disclosure Letter contains a complete and agreements filed as exhibits to the Company SEC Documentscorrect list, as of the date hereof, of each Contract described in this Agreement, neither Section 4.17(a) under which the Company nor 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 Company Subsidiary is a party or to which any of their respective properties or bound by:assets is subject, in each case as of the date hereof, 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), together with the IP Contracts (other than any IP Contract that is a Non-Scheduled License), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as the “Material Contracts”): (i) each Contract that limits the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time) to compete or engage in any line of business or geographic region or with any Person or sell, supply or distribute any product or service related to Company Dry Electrode Technology or other line of business that is material to the Company, or that otherwise has the effect of restricting the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of Company Dry Electrode Technology or any other Company Technology that is material to the business of the Company and its Subsidiaries, in each case, in any geographic area; (ii) any joint venture, partnership, strategic alliance or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $500,000; (iv) any Contract to provide or disclose Source Code that is included in any Company Technology to any Person, including any Contract to put such Source Code in escrow with a third party on behalf or for the benefit of any Person other than the Company or any Company Subsidiary; (v) other than in the ordinary course of business consistent with past practice (including ordinary course commitments to purchase goods, products and off-the-shelf Technology), each Contract that gives any Person the right to acquire any assets of the Company or any Company Subsidiary after the date hereof with consideration of more than $500,000; (vi) any settlement or similar Contract (A) with a Governmental Entity or (B) restricting in any material respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (vii) each Contract (x) containing any future obligation that cannot be cancelled without penalty with ninety-day notice or (y) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $1,000,000 in the twelve (12)-month period following the date hereof; (viii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that obligates the Company or any Company Subsidiary to make any future capital investment or capital expenditure outside the ordinary course of business and in excess of $500,000; (ix) each Contract pursuant to which the Company or any Company Subsidiary has agreed to assume or guarantee any liability of any Person or of the Company and the Company Subsidiaries, other than customary indemnity and warranty obligations provided in the ordinary course of business and where the aggregate and total liability of the Company under such Contract does not exceed at any point in time twelve months’ worth of the revenue received by the Company under such Contract prior to such point in time (if any); (x) each Contract, excluding any purchase orders that do not contain material terms and have not been superseded by the Contract to which such purchase order relates, that is a (1) Material Customer Agreement, (2) Material Supplier Agreement, or (3) Material Reseller Agreement; (xi) except where the exercise of any such right or imposition of such limitation does not relate to Company Dry Electrode Technology and has not otherwise been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, each Contract that grants any right of first refusal or right of first offer or that, other than with respect to non-exclusive licenses or other non-exclusive grants of rights to its products and services in, to or under Company Intellectual Property, limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xii) each Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xiii) each Company Government Contract (A) with a Material Customer or (B) that is otherwise material to the Company and its Subsidiaries, taken as a whole; (xiv) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $500,000 including, without limitation, the Existing Credit Agreement and the Convertible Notes Indenture; (xv) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and Non-Scheduled Licenses agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $500,000 or with a notional value in excess of $500,000; (xvi) 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; (xvii) each Contract the performance of which requires any material commitment of research, development, engineering or manufacturing personnel or resources of the Company or any Company Subsidiary, which is not terminable at will by the Company upon 30 days or less prior notice; (xviii) each Company Lease; and (xix) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);) with respect to the Company. (iib) True and in every material respect complete copies of each Material Contract 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, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract that (A) expressly imposes is in breach of or default under the terms of any material restriction on Material Contract where such breach or default has not had and would not reasonably be expected to have, individually or in the right or ability aggregate, a Company Material Adverse Effect. Each Material Contract is a valid, binding and enforceable obligation of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgageSubsidiary which is party thereto and, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting Knowledge, of each other party thereto, and is in full force and effect, subject to the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyEnforceability Limitations.

Material Contracts. Except for Contracts evidencing Company Loans made by the Bank in the Ordinary Course of Business, Section 3.16 of the Company Disclosure Schedules lists or describes the following with respect to the Company and each of its Subsidiaries (each such agreement or document, a “Company Material Contract”) as of the Agreement Date, true, complete and correct copies of each of which have been delivered or made available to Acquiror: (a) Except for this Agreement, Each lease of real property to which the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor or any of its Subsidiaries is a party party; (b) All loan and credit agreements, conditional sales Contracts or other title retention agreements or security agreements relating to money borrowed by it in excess of $1,500,000, exclusive of deposit agreements with customers of the Bank entered into in the Ordinary Course of Business, agreements for the purchase of federal funds and repurchase agreements and Federal Home Loan Bank advances; (c) Any agreement of guarantee, support or indemnification by the Company or any of its Subsidiaries, assumption or endorsement by the Company or any of its Subsidiaries of, or any similar commitment by the Company or any of its Subsidiaries with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person other than those entered into in the Ordinary Course of Business; (d) Each Contract that involves performance of services or delivery of goods or materials by it of an amount or value in excess of $150,000 (other than Contracts for the sale of loans); (e) Each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts by it of an amount or value in excess of $150,000; (f) Each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or bound by:use of, any personal property (except personal property leases and installment and conditional sales agreements having aggregate remaining payments of less than $150,000); (g) Each material licensing agreement or other Contract with respect to patents, trademarks, copyrights or other intellectual property (other than shrink-wrap license agreements or other similar license agreements), including material agreements with current or former employees, consultants or contractors, regarding the appropriation or the nondisclosure of any of its intellectual property; (h) Any Contract or agreement that contains any: (i) exclusive dealing obligation; (ii) “clawback” or similar undertaking requiring the reimbursement or refund of any fees; (iii) “most favored nation” or similar provision granted by the Company or any of its Subsidiaries; or (iv) provision that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (i) Any Contract under which the Company or any of its Subsidiaries will have a material obligation with respect to an “earn-out,” contingent purchase price or similar contingent payment obligation, or any other material liability after the Agreement Date; (j) Each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (k) Each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other Person; (l) Each Contract containing covenants that in any way purport to restrict, in any material respect, the business activity of the Company or its Subsidiaries or limit, in any material respect, the ability of the Company or its Subsidiaries to engage in any line of business or to compete with any Person; (m) Each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods having an average annual amount in excess of $300,000; (n) Each current consulting, employment or non-competition agreement to which the Company, any of its Subsidiaries or its employees is a party; (o) Any Contract or agreement that is a settlement agreement other than releases immaterial in nature or amount entered into in the Ordinary Course of Business with the former employees of the Company or any of its Subsidiaries or independent contractors in connection with the routine cessation of such employee’s or independent contractor’s employment; (p) The name of each Person who is or would be entitled pursuant to any Company Benefit Plan to receive any payment from the Company or its Subsidiaries as a result of the consummation of the Contemplated Transactions (including in combination with any other event), the applicable Company Benefit Plan and the maximum amount of such payment; (q) Each Contract for capital expenditures for a single property, individually, or collectively with any other Contract for capital expenditures on such property, in excess of $150,000; (r) Each Contract entered into by the Company or any of its Subsidiaries with an Affiliate of the Company or any of its Subsidiaries; (s) Each material Contract or agreement which would require any consent or approval of, or notice to, a counterparty as a result of the consummation of the Contemplated Transactions; (t) Each Contract not referred to elsewhere in this Section 3.16 that: (i) relates to the future purchase of goods or services that materially exceeds the requirements of its business at current levels or for normal operating purposes; or (ii) has a Material Adverse Effect on the Company or its Subsidiaries; (u) Each Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries;; and (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends Each amendment, supplement and modification in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries the foregoing, to the extent not referred to elsewhere in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertythis Section 3.16.

Material Contracts. (a) Except Section 4.18 of the Company Disclosure Schedule sets forth a complete and accurate list of all Company Contracts (other than contracts, undertakings, commitments or agreements for this Agreementemployee benefit matters set forth in Section 4.13 of the Company Disclosure Schedule and real property leases set forth in Section 4.20(i) of the Company Disclosure Schedule) of the following categories (collectively, and together with the contracts, undertakings, commitments or agreements for employee benefit matters set forth in Section 4.13 of the Company Disclosure Schedule and the real property leases set forth in Section 4.20(ii) of the Company Disclosure Schedule, the Company Benefit Plans “Material Contracts” and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is each a party to or bound by:“Material Contract”): (i) Company Contracts requiring annual expenditures by or liabilities of any “party thereto in excess of $2,500,000 which have a remaining term in excess of ninety (90) days or are not cancelable (without material contract” penalty, cost or other liability) within ninety (as such term is defined in Item 601(b)(1090) of Regulation S-K of the SEC)days; (ii) any Contract that (A) expressly imposes any material restriction on Company Contracts containing covenants limiting the right or ability freedom of the Company or any Company Subsidiary or other Affiliate of the Company (including Parent and its Subsidiaries Affiliates after the Effective Time) to engage in any line of business or compete with any other person Person, in any product line or acquire line of business, or dispose of the securities of operate at any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerlocation; (iii) any mortgagepromissory notes, noteloans, debentureagreements, indentureindentures, security agreement, guaranty, pledge evidences of indebtedness or other agreement instruments and contracts providing for the borrowing or instrument evidencing indebtedness for borrowed money or any guarantee lending of such indebtedness of the Company or any of its Subsidiaries money, in an amount in excess of $25 million1,000,000, whether as borrower, lender or guarantor; (iv) any joint venture, alliance or partnership agreements or limited liability company agreement joint development or other similar Contract relating to the formation, creation, operation, management or control of agreements with any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s SubsidiariesThird Party; (v) all material licenses, sublicenses, consent, royalty or other agreements concerning Intellectual Property; (vi) (A) employment contracts and other contracts with current or former officers, directors, consultants, independent contractors or agents and (B) all severance, change in control or similar arrangements with any Contract expressly limiting current or restricting former directors, officers, employees, consultants, independent contractors or agents that, in the ability case of either (A) or (B), will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries Company Subsidiary to make distributions any payment to any current or declare former directors, officers, employees, consultants, independent contractors or pay dividends in respect agents as a result of their capital stockeither the consummation of the transactions contemplated hereby, partnership intereststermination of employment (or the relevant relationship), membership interests or other equity interests, as the case may beboth; (vivii) Company Contracts with Affiliates of the Company; (viii) Company Contracts with any acquisition Contract that contains “earn out” Governmental Entity which have a remaining term in excess of one year or are not cancelable (without material cost, penalty or other contingent payment obligationsliability) within one hundred eighty (180) days; or (ix) Company Contracts pending for the acquisition or sale, directly or indirectly (by merger or otherwise), of assets (whether tangible or intangible) in excess of $1,500,000 in market or book value with respect to any contract or the capital stock of another Person, in each case in an amount in excess of $1,500,000. (b) True and complete copies of the written Material Contracts and descriptions of verbal Material Contracts, if any, have been delivered or made available to the Acquiror. Each of the Material Contracts is a valid and binding obligation of the Company and, to the Company’s Knowledge, the other parties thereto, enforceable against the other parties thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar laws affecting creditors’ rights generally and by general principles of equity. Except for the consummation of the transactions contemplated hereby, no event has occurred which would, on notice or lapse of time or both, entitle the holder of any indebtedness issued pursuant to a Material Contract identified on Schedule 4.18 of the Company Disclosure Schedule in response to paragraph (a)(iii) above to accelerate, or remaining indemnity which does accelerate, the maturity of any such indebtedness. (c) Neither the Company nor any Company Subsidiary is, or similar obligationshas received any notice that any other party is, that could in breach, default or violation (each a “Default”) (and no event has occurred or not occurred through the Company’s or the Company Subsidiary’s inaction or, to the Knowledge of the Company, through the action or inaction of any Third Parties, which with notice or the lapse of time or both would constitute a Default) of any term, condition or provision of any Material Contract to which the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, except for Defaults which have not had, and would not reasonably be expected to result have, individually or in payments after the date hereof by aggregate, a Company Material Adverse Effect. (d) Neither the Company nor any Company Subsidiary is in conflict with, or in Default of any of its Subsidiaries in excess of $25 million; and (vii) Company Contract, except to the extent that any material lease such conflict or sublease with respect to Default does not constitute a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement, contracts listed in Section 4.18(a) of the Company Benefit Plans and agreements Disclosure Letter or filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries Company Subsidiary is a party to or bound byby any contract that, as of the date hereof: (i) any “material contract” is required to be filed as an exhibit to the Company Annual Report on Form 10-K pursuant to Item 601(b)(2), (as such term is defined in Item 601(b)(104), (9) or (10) of Regulation S-K of promulgated under the SEC)Securities Act; (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the obligates Company or any Company Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of its Subsidiaries other reserves with respect to compete with debt obligations) in excess of $500,000 and is not cancelable within ninety (90) days without material penalty to Company or any other person Company Subsidiary, except for any Company Lease or acquire or dispose of the securities of any other person or ground lease affecting any Company Property; (Biii) contains an any non-compete or exclusivity provisions with respect to any line of business or “most favored nation” clause geographic area that restricts the business of the Company or any Company Subsidiary, or that otherwise restricts the lines of its Subsidiaries business conducted by Company or any Company Subsidiary or the geographic area in a material mannerwhich Company or any Company Subsidiary may conduct business, except for radius restrictions that may be contained in Company Leases entered into in the ordinary course of business consistent with past practice; (iiiiv) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other is an agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the that obligates Company or any Company Subsidiary to indemnify any past or present directors, officers, trustees, employees and agents of its Subsidiaries Company or any Company Subsidiary pursuant to which Company or a Company Subsidiary is the indemnitor; (v) constitutes an Indebtedness obligation of Company or any Company Subsidiary with a principal amount as of the date hereof greater than $1,000,000; (vi) requires Company or any Company Subsidiary to dispose of or acquire assets or properties (other than in connection with the expiration of a Company Lease or a ground lease affecting any Company Property) with a fair market value in excess of $1,000,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction, except for any Company Lease or any ground lease affecting any Company Property; (vii) constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a hedging transaction; (viii) sets forth the operational terms of a joint venture, partnership, limited liability company with a Company Third Party member or strategic alliance of Company or any Company Subsidiary; (ix) constitutes a loan to any Person (other than a wholly owned Company Subsidiary) by Company or any Company Subsidiary (other than advances made pursuant to and expressly disclosed in Company Leases or pursuant to any disbursement agreement, development agreement, or development addendum entered into in connection with a Company Lease with respect to the development, construction, or equipping of Company Properties or the funding of improvements to Company Properties) in an amount in excess of $25 million1,000,000; (ivx) any joint ventureconstitutes an agreement under which Company or a Company Subsidiary has purchased or sold real property and has uncompleted financial obligations in excess of $500,000; or (xi) requires payment of commissions (including leasing commissions on brokerage fees) or Tenant Improvement costs, partnership or limited liability company agreement allowances or other similar Contract relating to the formation, creation, operation, management or control concessions in excess of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries;$500,000. (vb) Each contract in any Contract expressly limiting or restricting the ability of the categories set forth in Section 4.18(a) to which Company or any of its Subsidiaries Company Subsidiary is a party or by which it is bound is referred to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, herein as the case may be;a “Company Material Contract.” (vic) any acquisition Contract that contains “earn out” Except as, individually or other contingent payment obligationsin the aggregate, or remaining indemnity or similar obligations, that could would not reasonably be expected to result have a Company Material Adverse Effect, each Company Material Contract is legal, valid, binding and enforceable on Company and each Company Subsidiary that is a party thereto and, to the Knowledge of Company, each other party thereto, and is in payments after full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, Company and each Company Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each Company Material Contract and, to the Knowledge of Company, each other party thereto has performed all obligations required to be performed by it under such Company Material Contract prior to the date hereof. None of Company or any Company Subsidiary, nor, to the Knowledge of its Subsidiaries Company, any other party thereto, is in excess material breach or violation of, or default under, any Company Material Contract, and no event has occurred that, with notice or lapse of $25 million; and (vii) time or both, would constitute a violation or breach of, or default under, any material lease Company Material Contract, except where in each case such breach, violation or sublease with respect default is not reasonably likely to have, individually or in the aggregate, a Company Leased Real PropertyMaterial Adverse Effect. Neither Company nor any Company Subsidiary has received notice of any violation of or default under any Company Material Contract, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Material Contracts. (ai) Except for this Agreement, Section 6.1(A)(t)(i) of the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, Disclosure Schedule sets forth a list as of the date of this Agreement, neither Agreement of each Contract to which the Company nor or any of its Subsidiaries is a party to or by which it is bound by: (i) any “material contract” (as each such term is defined in Item 601(b)(10) of Regulation S-K Contract, and each of the SEC);following types of Contracts (other than any Company Benefit Plan) described below to which the Company or any of its Subsidiaries becomes a party or by which it otherwise becomes bound after the date of this Agreement, a “Company Material Contract”): (ii) any Contract that (A) expressly imposes each acquisition or divestiture Contract (including any material restriction on Contracts pursuant to which any member of the right Company Group has transferred or ability agreed to transfer ownership of any Intellectual Property) that (x) has a maximum potential value (or which otherwise requires the receipt or making of payments) in excess of $250,000 (including pursuant to any “earn-out”, contingent value rights, milestone payments, license fees, royalty payments, development costs or other contingent payment or value obligations) and pursuant to which the Company or its Subsidiaries has any current or future obligations, (y) involves the issuance of any Equity Securities of the Company or any of its Subsidiaries to compete with a Third Party following the date of this Agreement or (z) grants to any Person (other than any member of the Company Group) any right of first refusal, right of first negotiation, right of first offer, option to purchase, option to license, or any other person similar rights with respect to any Company Product or acquire any owned or dispose of the securities of any other person or exclusively licensed Company Intellectual Property; (B) contains any Contract with any Governmental Entity that is material to the Company and its Subsidiaries, taken as a whole, and involving or that would reasonably be expected to involve payments to or from any Governmental Entity in an exclusivity amount having a maximum potential value in excess of $250,000; (C) any Contract that (x) limits or “most favored nation” clause that restricts purports to limit, in any material respect, the business freedom of the Company or any of its Subsidiaries to engage or compete in a any line of business or with any Person or in any area or that would so limit or purport to limit, in any material manner; (iii) any mortgagerespect, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee the freedom of such indebtedness of the Company Parent or any of its Subsidiaries in an amount in excess of $25 million; Affiliates to take such actions after the Effective Time, (ivy) contains exclusivity or “most favored nation” obligations or (z) contains any joint venture, partnership other provisions materially restricting or limited liability company agreement or other similar Contract relating purporting to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting materially restrict the ability of the Company or any of its Subsidiaries to make distributions sell, market, distribute, promote, manufacture, develop, commercialize, test or declare research any Company Products through Third Parties, or pay dividends in respect of their capital stockto solicit any potential customer, partnership interests, membership interests supplier or other equity interests, as business relation in any material respect or that would so limit or purport to limit Parent or any of its Affiliates after the case may beEffective Time; (viD) any acquisition Contract that contains “earn out” relating to third-party indebtedness for borrowed money in excess of $250,000 (whether incurred, assumed, guaranteed or secured by any asset) of the Company or any of its Subsidiaries; (E) any Contract restricting the Company or any of its Subsidiaries from (x) the payment of dividends (y) the making of distributions to shareholders or (z) the ability to repurchase or redeem Equity Securities; (F) any joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research, development or other contingent payment obligationssimilar agreement, which is material to the Company Group, taken as a whole; (G) any collective bargaining agreements or other agreements with any labor organization, labor union, or remaining indemnity works council; (H) any Contracts or similar obligationsother transactions with any (A) executive officer or director of the Company or (B) affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such executive officer, that could reasonably director or beneficial owner; (I) any Contracts pursuant to which the Company or any of its Subsidiaries (A) receives any license (including any sublicense) to, or covenant not to be expected sued under, any Intellectual Property (other than non-exclusive licenses for generally commercially available off-the-shelf Software with annual payments of less than $250,000), (B) grants a Third Party any license (including any sublicense) to, or covenant not to result in sue under, any Intellectual Property or (C) has transferred or agreed to transfer ownership of any Owned Intellectual Property; (J) any Contract involving the settlement of any Action or threatened Action (or series of related Actions) (A) which (x) will involve payments after the date hereof by the Company or any of its Subsidiaries after the date hereof, or involved such payments, in excess of $25 million250,000 or (y) will impose, or imposed, materially burdensome monitoring or reporting obligations by the Company or any of its Subsidiaries outside the ordinary course of business or material restrictions on the Company or any Subsidiary of the Company (or, following the Completion, on Parent or any Subsidiary of Parent) or (B) which impose material restrictions on the use of any material Intellectual Property; (K) any stockholders, investors rights, registration rights or similar agreements or arrangements with respect to the Company or any of its Subsidiaries; and (viiL) any other Contract required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K. (ii) All of the Company Material Contracts are, subject to the Equitable Exceptions, (A) valid and binding obligations of the Company or a Subsidiary of the Company (as the case may be) and, to the knowledge of the Company, each of the other parties thereto and (B) in full force and effect and enforceable in accordance with their respective terms against the Company or its Subsidiaries (as the case may be) and, to the knowledge of the Company, each of the other parties thereto, in the case of (A), except for such Company Material Contracts that are terminated after the date of this Agreement in accordance with their respective terms, other than as a result of a default or breach by the Company or any of its Subsidiaries of any of the provisions thereof, and except where the failure to be valid and binding obligations and in full force and effect and enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, an effect that is material lease to the Company Group, taken as a whole. To the knowledge of the Company, as of the date hereof, no Person is seeking to terminate or sublease challenging the validity or enforceability of any Company Material Contract, except such terminations or challenges which have not had and would not reasonably be expected to have, individually or in the aggregate, an effect that is material to the Company Group, taken as a whole. Neither the Company nor any of its Subsidiaries, nor, as of the date hereof, to the knowledge of the Company, any of the other parties thereto has violated any provision of, or committed or failed to perform any act which (with respect or without notice, lapse of time or both) would constitute a material default under any provision of, and as of the date hereof neither the Company nor any of its Subsidiaries has received written notice that it has violated or defaulted under, any Company Material Contract, except for those violations and defaults which have not had and would not reasonably be expected to have, individually or in the aggregate, an effect that is material to the Company Group, taken as a whole. The Company Leased Real Propertyhas made available to Parent true and complete copies of each Company Material Contract as in effect as of the date hereof.

Material Contracts. (a) Except for Section 3.15(a) of the Sellers’ Disclosure Schedule sets forth a complete and accurate list of each of the following Contracts to which the Company or any of its Subsidiaries is a party or otherwise bound (any Contract of a nature described below (whether or not set forth on the Sellers’ Disclosure Schedule) to which the Company or any of its Subsidiaries is a party or otherwise bound, being referred to herein, along with the IP Licenses and any other Contract required to be listed under Section 3.14, as a “Material Contract” and, collectively, as the “Material Contracts”): (i) any employment, contractor or consulting agreement, Contract with an employee or individual consultant, contractor, or salesperson, any agreement, Contract or commitment to grant any bonus, severance or termination pay (in cash or otherwise) to any employee, or any contractor, consulting or sales agreement, Contract, or commitment with a firm or other organization, excluding any non-Senior Manager agreements with annual salary amounts of less than $100,000 entered into in the Ordinary Course of Business under the terms and conditions of the Company’s standard form of employment agreement, the form of which has been delivered to Parent and Purchaser; (ii) any agreement or plan, including any stock option 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 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; (iii) any fidelity or surety bond or completion bond; (iv) any Property Lease and any lease of personal property having annual rental payments in excess of $50,000 individually; (v) any agreement of indemnification of third parties or guaranty of obligations of third parties (other than indemnification provisions set forth in the Company’s Standard Form Agreements where the indemnification obligation or guarantee is limited to the amount received by Company under such Contact); (vi) any Contract or commitment relating to capital expenditures for tangible assets and involving future payments in excess of $100,000 individually; (vii) any Contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the Ordinary Course of Business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ix) any purchase order or Contract for the purchase of materials involving in excess of $100,000 individually; (x) any Contracts that contain “most favored nation” or other preferred pricing provisions; (xi) any dealer, distribution, joint marketing, strategic alliance, affiliate or development agreement; (xii) any Contract or commitment to alter the Company’s interest in any Subsidiary, corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xiii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution of the products, technology or services of the Company or its Subsidiaries; (xiv) any nondisclosure, confidentiality or similar agreement, other than those entered into with employees or contractors, or any actual or prospective customer or vendor in the Ordinary Course of Business; (xv) with regard to the Company’s German Subsidiary, any domination agreement (Beherrschungsvertrag), profit and loss pooling agreement (Gewinnabführungsvertrag) or other enterprise agreement within the meaning of Sec. 291 et sq. German Stock Corporation Act (Unternehmensvertrag i.S.v. §§ 291 ff AktG), joint venture or other co-operation agreement, cash-pooling agreements, silent partnership agreement (stille Beteiligung) or any agreement under which a third party is entitled to the profits (or parts thereof) of the Company’s German Subsidiary; or (xvi) any other Contract or commitment that involves revenue or expenses in excess of $200,000, throughout the life of the Contract up to and including September 30, 2007, individually and is not cancelable without penalty within 30 days. (b) Each Material Contract to which the Company or any of its Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company or any of its Subsidiaries, enforceable against each of the Parties thereto in accordance with its terms, except as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors, and is in full force and effect with respect to the Company or any of its Subsidiaries and, to the Knowledge of the Sellers, any other party thereto. The Company and its Subsidiaries are in compliance with and have not materially breached, violated or defaulted under, or received written (including, without limitation, email) or explicit oral notice that they have breached, violated or defaulted under, any of the terms or conditions of any such Material Contract, nor to the Knowledge of the Sellers is any party obligated to the Company or its Subsidiaries pursuant to any such Material Contract subject to any breach, violation or default thereunder, nor do the Sellers or the Company have Knowledge of any event that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by the Company or any such other party. True and complete copies of each Material Contract (whether or not disclosed in the Sellers’ Disclosure Schedule) have been delivered or made available to Purchaser. (c) The Company and its Subsidiaries have fulfilled all material obligations required to have been performed by the Company and its Subsidiaries prior to the date hereof pursuant to each Material Contract to which the Company or any of its Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) is bound, and to the Knowledge of the Sellers or the Company, without giving effect to the Acquisition, the Company Benefit Plans or its Subsidiaries will fulfill, when due, all of its obligations under such Material Contracts that remain to be performed after the date hereof. (d) There are no, and agreements filed as exhibits neither the Sellers nor the Company has any Knowledge of any threatened, material disputes or disagreements with respect to any Material Contract to which the Company or any of its Subsidiaries is a party or any of their respective properties or assets (whether tangible or intangible) is subject, other than routine collection matters in the Ordinary Course of Business not involving any substantive dispute. (e) No royalties, fees, honoraria, volume-based, milestone or other payments are payable by the Company or its Subsidiaries to any Person by reason of the ownership, use, sale, licensing, distribution or other exploitation of any Intellectual Property relating to the Company SEC Documents, as conduct or operation of the date business of this Agreementthe Company or its Subsidiaries or the delivery or provision of any products, neither services or rights delivered or provided thereby or thereunder, except for paid-up obligations relating solely to end-user operating systems and application Software and commercial Software used in connection with the Company’s infrastructure and workstations. (f) Neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with have granted any other person Person any exclusive right to manufacture, have manufactured, assemble, license, sublicense or acquire sell any Company Products or dispose to provide the services or proposed services of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner;Subsidiaries. (iiig) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Each Material Contract is in written form and has been provided to Purchaser in its entirety. (h) Excluding the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint ventureConvertible Debentures, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the all outstanding Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case Indebtedness may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertyprepaid without penalty.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as As of the date hereof, Seller has made available true and complete copies, together with all amendments, supplements and modifications thereto (or, with respect to any oral Contracts, true and complete written descriptions) of this Agreementall Contracts to which Seller (or, neither insofar as it relates to the Company nor Business, any of its Subsidiaries Affiliates) is a party that relate to or bound bythe Business and has set forth such Contracts in Section 4.10(a) of the Seller Disclosure Schedule (the “Material Contracts”) under the following categories: (i) mortgages, notes, debentures, indentures, letters of credit, loan agreements and any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of other Contracts related to any Indebtedness to which the SEC)Acquired Assets have been encumbered; (ii) guarantees to the Contracts listed in Section 4.10(a)(i) of the Seller Disclosure Schedule; (iii) any Contract that (A) expressly imposes grants any material restriction on rights to Manufacture, sell or distribute Quill™ or (B) grants “most favored nation” status or equivalent preferential pricing terms of Quill™ to any Person; (iv) Contracts with suppliers of any Raw Materials and packaging components for Quill™; (v) Contracts for the purchase of inventories, equipment, Raw Materials, supplies, services or utilities related to Quill™; (vi) royalty Contracts (whether relating to Seller Patents, Quill™ Know-How or other Acquired Intellectual Property rights); (vii) any Contract pursuant to which a Seller Party (A) has acquired any license or other right to use any Acquired Intellectual Property, or ability of (B) has granted to any Third Party any license or other right to use any Acquired Intellectual Property; (viii) distributor Contracts for Quill™ (the Company “Distributor Contracts”); (ix) supply and/or distribution Contracts for Quill™; (x) product development Contracts, research and development Contracts, collaboration Contracts, in each case, related to Quill™; (xi) Contracts restricting any Seller Party or any Affiliate from developing, Manufacturing or Commercializing Quill™ or limiting the freedom of its Subsidiaries any Seller Party to engage in any line of business or to compete with any other person or acquire or dispose of the securities of Person in any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannergeographical area with respect to Quill™; (iiixii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company collective bargaining agreement or other similar Contract relating to the formationwith any labor organization, creation, operation, management union or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 millionassociation; and (viixiii) any material lease outstanding written commitment to enter into any agreement of the type described in subsections (i) through (xii) of this Section 4.10(a). (b) The applicable Seller Party has performed all obligations required to be performed by it under the Material Contracts, and none of the Seller Parties is in breach of or sublease default under the terms of any Material Contract, except where such failure to perform or such breach or default has not had and would not have, individually or in the aggregate, a Material Adverse Effect on the Business. No Seller Party has received any written notice from any counterparty to any Material Contract that such counterparty intends to terminate such Material Contract where such termination would have a Material Adverse Effect on the Business. To the Knowledge of Seller, each other party to the Material Contracts has performed all obligations required to be performed by it under the Material Contracts, and no other party to any Material Contract is in breach of or default under the terms of any Material Contract, except where such failure to perform or such breach or default has not had and would not have, individually or in the aggregate, a Material Adverse Effect on the Business. Assuming due authorization, execution and delivery by each counterparty to each of the Material Contracts, each Material Contract is a valid and binding obligation of the Seller Parties, as applicable, enforceable in accordance with respect its terms, and, to the Knowledge of Seller, is in full force and effect, except as has not had and would not have, individually or in the aggregate, a Company Leased Real PropertyMaterial Adverse Effect on the Business or except as may be limited by Bankruptcy Laws and other similar Laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles.

Material Contracts. (a) Except for this Agreement, Section 4.11(a) of the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, Disclosure Letter lists as of the date of this Agreement, neither and the Company nor has made available to the Buyer Parties copies that are true, correct and complete in all material respects of, all contracts, agreements, commitments, arrangements, licenses (including with respect to Intellectual Property Rights), leases (including with respect to personal property, but excluding real property leases) and other instruments to which the Company or any of its Subsidiaries is a party to or by which the Company, any of its Subsidiaries or any of their respective personal properties or assets is bound by(but which, for the avoidance of doubt, shall not include Company Benefit Plans) that: (i) any would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the SEC)Securities Act or disclosed by the Company on a Current Report on Form 8-K; (ii) any Contract contain covenants that (A) expressly imposes any material restriction on materially limit the right or ability of the Company or any of its Subsidiaries to compete in any business or with any other person Person or acquire in any geographic area, or dispose to sell, supply or distribute any of the securities of Company’s services or products (including any other person or (B) contains an exclusivity non-compete, exclusivity, or “most favored most-favored-nation” clause that restricts provisions) or which, following the business consummation of the Company Merger, could materially restrict or any purport to restrict such ability of its Subsidiaries in a material mannerthe Surviving Entities or HoldCo; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge provide for or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to govern the formation, creation, operation, management or control of any joint venture, strategic partnership or limited liability companyjoint venture of the Company and its Subsidiaries; (iv) along with other similar licenses or other grant of Company Intellectual Property, agreements, contain a license or other grant of rights to use Intellectual Property Rights that by its terms calls for more than $500,000 collectively in royalties for such license or rights to use such Intellectual Property Rights to or from the Company or its Subsidiaries (including covenants not to ▇▇▇ and patent cross-licenses) excluding with respect to licenses or rights granted to the Company or its Subsidiaries, licenses for commercially available software or “open source software” or under a similar licensing or distribution model; (v) involve the joint development of products or technology with a third party with products or technology requiring an investment by the Company in excess of $500,000; (vi) other than any such Contract solely between among wholly owned Subsidiaries of the Company, relate to (A) Indebtedness having an outstanding principal amount in excess of $5,000,000 or (B) conditional sale arrangements, the sale, securitization or servicing of loans or loan portfolios, in each case, in connection with which the aggregate actual contingent obligations of the Company and its Subsidiaries or among the Company’s Subsidiariesunder such contract are greater than $5,000,000; (vvii) any Contract expressly limiting were entered into after December 30, 2016, or restricting have not yet been consummated, and involve the ability acquisition or disposition, directly or indirectly (by merger or otherwise), of a business or capital stock or other equity interests of another Person; (viii) by their terms call for aggregate payments by the Company or any of its Subsidiaries or to make distributions the Company or declare or pay dividends any of its Subsidiaries under such contract of more than $1,000,000 in respect any one (1) year (including by means of their capital stock, partnership interests, membership interests or royalty payments) other equity interests, as than contracts made in the case may beordinary course of business consistent with past practice and other than any Company Benefit Plan; (viix) are with respect to any acquisition by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries has (A) any acquisition Contract that contains continuing indemnification obligations or (B) any “earn earn-out” or other contingent payment obligations, in each case, greater than $1,000,000; or (x) are entered into between any present or remaining indemnity former director or similar obligationsexecutive officer of the Company (or any of their Affiliates), on the one hand, and the Company or a Subsidiary of the Company, on the other hand, and that could reasonably be expected by their terms call for in excess of $100,000 in potential future payments, other than (A) for purposes of employee benefits or relocation and (B) items which would not arise to result a related party transaction under Item 404 of Regulation S-K of the Exchange Act. Each contract of the type described in payments after clauses (i) through (x) of this Section 4.11(a) is referred to herein as a “Company Material Contract.” (b) To the date hereof extent not available in any report, statement, form, schedule, exhibit or other document filed or furnished by the Company or any of its Subsidiaries with the SEC, the Company has delivered or made available to Parent a true, correct and complete copy of each written Company Material Contract (as amended to date), subject to the confidentiality obligations therein to the extent that (i) such confidentiality obligations are described in excess Section 4.11(a) of $25 million; and the Company Disclosure Letter and (viiii) any material lease Company has unsuccessfully used its commercially reasonable efforts to obtain a waiver of such confidentiality obligations from the counterparty, listed in Section 4.11(a) of the Company Disclosure Letter. Except as, individually or sublease in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to the Company: (i) each Company Material Contract is valid and binding on the Company or the Subsidiary of the Company that is a party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except to the extent that they have previously expired in accordance with their terms; (ii) the Company, its Subsidiaries and, to the Knowledge of the Company, each other party thereto, have performed and complied with all obligations required to be performed or complied with by them under each Company Leased Real PropertyMaterial Contract; and (iii) there is no default under any Company Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto.

Material Contracts. (a) Except for this Agreement, The Company and the Company Benefit Plans and agreements Subsidiaries are not a party to or bound by any of the following Contracts except as described in or filed as exhibits an exhibit to the Company SEC Documents (each, including any such Contracts listed in the Company SEC Documents, as a “Material Contract,” and collectively, the “Material Contracts”): i. any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of the date money or extension of this Agreement, neither the Company nor any of its Subsidiaries is a party credit to or bound by: (i) any “material contract” (as such term is defined by the Company, other than accounts receivables and payables in Item 601(b)(10) the ordinary course of Regulation S-K business and travel and similar advances to employees in the ordinary course of the SEC)business consistent with past practice; (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) . any joint venture, partnership or partnership, limited liability company agreement company, strategic alliance or other similar Contract relating to the formation, creation, operation, management or control of any partnership or joint venture; iii. any Contracts relating to all mergers, partnership consolidations, recapitalizations, reorganizations or limited liability companysimilar transactions, other than or any such Contract solely between acquisitions or dispositions material to the Company, currently contemplated by the Company and its Subsidiaries or among the Company’s Subsidiariesthat provide any ongoing material liabilities for payment of money, retention of liabilities, assets sold, indemnification or otherwise; (v) iv. any Contract expressly limiting providing for the payment by the Company or restricting the Company Subsidiaries of an amount in excess of $150,000 or to the Company or the Company Subsidiaries of an amount in excess of $150,000; v. non-competition, non-solicitation or exclusive dealing Contracts or other Contracts that restrict or limit or purport to restrict or limit in any material respect the ability of the Company or any of its Subsidiaries Affiliates to make distributions solicit customers, potential employees or declare the manner or pay dividends location in respect which the business of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries Affiliates may be conducted; vi. any Contract the benefits of which will be increased by the consummation of the transactions contemplated hereby 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; or vii. any other Contract the termination of which, or default under which, would, individually or in excess the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each of $25 million; and (vii) the Material Contracts to which the Company or any material lease or sublease with respect Company Subsidiary is a party is in full force and effect, and to the knowledge of the Company, the other party thereto. Neither the Company, nor to the knowledge of the Company, any other party to a Material Contract to which the Company Leased Real Propertyor any Company Subsidiary is a party, is in breach or violation of, or in default under, any such Material Contract to which it is a party and no event has occurred that, individually or in the aggregate, with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company, the Company Subsidiaries or, to the knowledge of the Company, by any other party thereto.

Material Contracts. (a) Except for this Agreement, None of the Company Benefit Plans and agreements filed as exhibits to or the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries Subsidiary is a party to or bound byobligated under: (ia) any “material contract” contract which obligates the Company or the Company Subsidiary for any payments in excess of 250,000 RMB, in the aggregate, and which is not terminable by the Company or the Company Subsidiary without additional payment or penalty within ninety (as 90) days of delivery of notice of such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)termination; (iib) any Contract that (A) expressly imposes any material restriction on the right or ability of contract which restricts the Company or the Company Subsidiary from engaging in any line of its Subsidiaries to compete business or competing with any other person or acquire or dispose of the securities of Person in any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannergeographic region; (iiic) any mortgagepartnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement agreement, joint venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among joint venture which is not a wholly-owned subsidiary of the Company’s Subsidiaries; (vd) any Contract expressly limiting contract (other than with the Company Subsidiary) under which Indebtedness in excess of 250,000 RMB is outstanding or restricting the ability pursuant to which any property or asset of the Company or the Company Subsidiary having a book value of more than 250,000 RMB is mortgaged, pledged or otherwise subject to an Encumbrance or any contract restricting the incurrence of its Subsidiaries Indebtedness or the incurrence of Encumbrances or restricting the payment of dividends; (e) any contract entered into within three (3) years prior to make distributions the date hereof for the acquisition or declare disposition, directly or pay dividends in respect indirectly (by merger or otherwise), of their assets or capital stock, partnership interests, membership interests stock or other equity interestsinterests of another Person for aggregate consideration in excess of 250,000 RMB and any term sheets or letters of intent in effect and not expired as of the date hereof, as whether or not binding, relating to any of the case may beforegoing in this clause (e); (vif) other than contracts for ordinary repair and maintenance, any contract relating to the development or construction of, or additions or expansions to, the Leased Real Properties, under which the Company or the Company Subsidiary has, or expects to incur, an obligation in excess of 250,000 RMB in the aggregate that has not been satisfied as of the date hereof; (g) any acquisition Contract that contains “earn out” contract to which the Company or other contingent payment obligationsthe Company Subsidiary has continuing indemnification obligations or potential liability under any purchase price adjustment that, or remaining indemnity or similar obligationsin each case, that could reasonably be expected to result in future payments after of the date hereof by Company or such Company Subsidiary of more than 250,000 RMB or any contract relating to the settlement or proposed settlement of any Legal Action, which involves the issuance of equity securities or payment of an amount, in any such case, having a value of more than 250,000 RMB; (h) any contract for the employment of, or receipt of any services from, any director, officer or other employee on a full-time, part-time, consulting or other basis providing annual case compensation from the Company or any of its Subsidiaries Subsidiary in excess of $25 million; and250,000 RMB; (viii) any material lease contract which relates to any Intellectual Property; (j) any contract (other than contracts referenced in clause (a) through (i) of this Section 5.15) which by its terms call for payments by the Company and the Company Subsidiary in excess of 250,000 RMB in the aggregate; (k) any contract with any current officer or sublease with respect director of the Company or the Company Subsidiary or any other Affiliates of the Company or the Company Subsidiary, including any CZH Transferor and any CZH Holder; or (l) any contract that requires a consent to or otherwise contains a provision relating to a “change of control’, or any contract that would prohibit or delay the consummation of the transactions contemplated by this Agreement, or that would trigger, give rise to, accelerate or augment any liabilities or terminate or modify any rights of the Company Leased Real Propertyor the Company Subsidiary as a result of the consummation of the transactions contemplated hereby (the contracts described in clause (a) through (k) of this Section 5.15 and Lease Documents together with all exhibits and schedules thereto collectively, the “Material Contracts”).

Material Contracts. (a) Except for this Agreement, Part 2.9(a) of the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsDisclosure Schedule identifies, as of the date of this Agreement, neither each of the Company nor any of its Subsidiaries is a party to or bound byfollowing Inphi Contracts: (i) any Contract: (A) pursuant to which any of the Inphi Entities is or may become obligated to make or provide any severance, termination, change in control or similar payment or benefit to any Inphi Associate following the consummation of the Delaware Merger that is in addition to any applicable statutory requirement; or (B) pursuant to which any of the Inphi Entities is or may become obligated to make any bonus (paid in cash or stock) or similar payment (other than payments constituting base salary) in excess of $50,000 to any Inphi Associate immediately prior to, in connection with or following the consummation of the Delaware Merger; (ii) any Contract, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be triggered or increased, or the vesting of any of the benefits of which will be accelerated, by the consummation of any of the Contemplated Transactions; (iii) any collective bargaining, union or works council agreement; (iv) any material Contract relating to the acquisition, development, transfer, sale or disposition of any business unit or product line or Inphi IP, outside the ordinary course of business, except for assignments of Intellectual Property and Intellectual Property Rights to Inphi Entities from their employees or contractors on standard forms used by such Inphi Entities; (v) any Contract: (A) involving a material joint venture, strategic alliance, partnership or sharing of profits or revenue or similar agreement; or (B) for any capital expenditure to be made after the date of this Agreement in excess of $500,000; (vi) any Contract relating to the acquisition, transfer, development (including joint development) or joint ownership of any material Intellectual Property or Intellectual Property Rights, except for assignments of Intellectual Property and Intellectual Property Rights to Inphi Entities from their employees or contractors on standard forms used by such Inphi Entities; (vii) any Contract: (A) relating to the disposition or acquisition by any Inphi Entity of any assets (other than dispositions of inventory in the ordinary course of business consistent with past practice) or any business (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) for consideration in excess of $5,000,000 individually or $20,000,000 in the aggregate for all such Contracts; or (B) pursuant to which any Inphi Entity will acquire any interest, or will make an investment for consideration in excess of $10,000,000, in any other Person, other than another Inphi Entity; (viii) any Contract imposing any restriction in any material respect on the right or ability of any Inphi Entity: (A) to engage in any line of business or compete with, or provide any service to, any other Person or in any geographic area; (B) to acquire any material product or other asset or any service from any other Person, sell any product or other asset to or perform any service for any other Person, or transact business or deal in any other manner with any other Person; or (C) to develop, sell, supply, license, distribute, offer, support or service any product or any Intellectual Property or other asset to or for any other Person. (ix) any Contract that: (A) grants exclusive rights to license, market, sell or deliver any product or service of any Inphi Entity; (B) contains any “most favored nation” or similar pricing provision in favor of the customer counterparty; (C) contains a right of first refusal, first offer or first negotiation with respect to an asset owned by an Inphi Entity; or (D) provides for a “sole source” or similar relationship or contains any provision that requires the purchase of all or any portion of an Inphi Entity’s requirements from any third party; (x) any mortgage, indenture, guarantee, loan, credit agreement, security agreement or other Contract relating to the borrowing of money or extension of credit, in each case, in excess of $2,500,000, other than: (A) accounts receivable and accounts payable; and (B) loans to or guarantees of obligations of direct or indirect wholly owned Subsidiaries of the Company, in each case, arising or provided in the ordinary course of business consistent with past practice; (xi) any Contract: (A) that creates any material obligation under any interest rate, currency or commodity derivative or hedging transaction; or (B) pursuant to which any Inphi Entity creates or grants a material Encumbrance on any of its properties or other assets; (xii) any Contract: (A) with a customer of any Inphi Entity that has not been fully performed under which the Inphi Entities received payments of more than $5,000,000 in the aggregate, other than a purchase order for the sale of products in the ordinary course of business under which the Inphi Entities have received payments of less than $5,000,000; or (B) with a Major Supplier that has not been fully performed under which the Inphi Entities have made payments of more than $5,000,000 in aggregate, other than purchase requisitions for the purchase of products or services in the ordinary course of business under which the Inphi Entities have made payments of less than $5,000,000 in aggregate; (xiii) any Contract providing for outsourcing, contract manufacturing, testing, assembly or fabrication, as applicable, of any product, technology or service of an Inphi Entity under which any of the Inphi Entities has made (or must make) payments in excess of $2,500,000 in aggregate in fiscal year 2019 or during the first nine months of calendar year 2020; (xiv) any Contract that contemplates or involves the payment by or to any Inphi Entity in an amount in excess of $5,000,000 in the aggregate for the sale or purchase of products in fiscal year 2019 or during the first nine months of calendar year 2020, or that contemplates or involves the performance of services by or for any Inphi Entity for payments in excess of $5,000,000 in the aggregate in fiscal year 2019 or during the first nine months of calendar year 2020, other than a purchase order for the sale or purchase of products or services in the ordinary course of business under which the Inphi Entities have made or received payments of less than $5,000,000 in aggregate; (xv) any settlement, conciliation or similar Contract: (A) that materially restricts or imposes any material obligation on any Inphi Entity or materially disrupts the business of any of the Inphi Entities as currently conducted; or (B) that would require any of the Inphi Entities to pay consideration valued at more than $5,000,000 in the aggregate after the date of this Agreement; (xvi) any Contract that contains an epidemic failure, epidemic defect, recall or other similar or extraordinary remedy in favor of the customer counterparty for any defect, error or failure of any product, part or component thereof; (xvii) any material Government Contract; (xviii) any Contract (other than a Contract under any Company Equity Plan or a Contract evidencing any Company Equity Award on the form or forms used by the Company in the ordinary course of business and Made Available to Marvell): (A) relating to the future acquisition, issuance, voting, registration, sale or transfer of any security, other than the Convertible Notes; (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any security; or (C) providing any of the Inphi Entities with any right of first refusal or similar right with respect to, or right to repurchase or redeem, any security; (xix) any Contract that would obligate an Inphi Entity to make any payment of more than $1,000,000 in connection with any of the Contemplated Transactions or under which the counterparty to any Contract could accelerate any payment of more than $1,000,000 under such Contract in connection with any of the Contemplated Transactions; (xx) any Contract involving payments of more than $2,500,000 in any calendar year relating to any vendor managed inventory, consignment or other arrangement in which an Inphi Entity has responsibility for maintaining inventory levels, delivering products within specified lead times or retaining title or risk of non-sale on products, parts or components delivered to the counterparty; and (xxi) any other Contract, if a breach of such Contract could reasonably be expected to have or result in a Material Adverse Effect on the Company. For purposes of this Agreement, Inphi Contracts of the type required to be set forth in Part 2.9(a) of the Company Disclosure Schedule, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);Securities Act) and each Lease shall be deemed to constitute a “Material Contract.” The Company has Made Available to Marvell an accurate and complete copy of each Material Contract. (iib) any Except as would not reasonably be expected to be, individually or in the aggregate, material to the Inphi Entities, taken as a whole, each Inphi Contract that (A) expressly imposes constitutes a Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to the Enforceability Exceptions. None of the Inphi Entities, and, to the Knowledge of the Company, no other Person, has materially violated or breached, or committed any material restriction on default under, any Inphi Contract. To the right or ability Knowledge of the Company Company, no event has occurred, and no circumstance or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligationscondition exists, that (with or without notice or lapse of time) could reasonably be expected to to: (i) result in payments after the date hereof by the Company a material violation or breach of any of its Subsidiaries the provisions of any Inphi Contract; (ii) give any Person the right to declare a material default or exercise any remedy under any Inphi Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in excess delivery schedule under any Inphi Contract; (iv) give any Person the right to accelerate the maturity or performance of $25 millionany Inphi Contract that constitutes a Material Contract; and or (viiv) give any Person the right to cancel, terminate or modify any Inphi Contract that constitutes a Material Contract. Since January 1, 2018, none of the Inphi Entities has received any written notice or, to the Knowledge of the Company, other communication regarding any actual or possible material lease violation or sublease with respect to a Company Leased Real Propertybreach of, or default under, any Material Contract.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, Schedule 2.16 contains an accurate list as of the date of this AgreementAgreement of all the Contracts, neither together with all material amendments and supplements thereto, currently in effect of the following types to which the Company nor or a Subsidiary is a party or to which any of its Subsidiaries is a party to assets or bound by:properties are subject (other than Leases) (the “Material Contracts”): (ia) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)collective bargaining agreement or labor agreement; (iib) any Contract that with any officer or director of the Company or the Subsidiaries, or in each case, any member of such Person’s immediate family (Aother than an agreement with respect to compensation) expressly imposes or any material restriction on Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the right or ability fully-diluted equity interests of the Company or any of its Subsidiaries (other than any Contract between the Company and a Subsidiary or between a Subsidiary and another Subsidiary); (c) any Contract or agreement purporting to compete with any other person restrict or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of prohibit the Company or any of its Subsidiaries Subsidiary from engaging or competing in a the steelmaking business in any material mannerrespect; (iiid) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge Contract or other agreement purporting to restrict or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of prohibit the Company or any Subsidiary from hiring or soliciting any individuals for employment outside the ordinary course of its Subsidiaries in an amount business with a remaining term in excess of $25 millionone year; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (ve) any Contract expressly limiting or restricting that is material to the ability of the Company or Business containing any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn outmost favored nations” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof terms and conditions granted by the Company or any of its Subsidiaries or any put, call, exclusivity, right of first refusal or right of first offer or similar right granted by the Company or any of its Subsidiaries; (f) [Intentionally omitted.] (g) any Contract, including any raw material, supply or customer Contract which involves the payment or receipt of an amount in excess of $25 million2,500,000 (over the course of twelve (12) months); (h) any agreement, commitment or other Contract relating to Indebtedness of the Company or a Subsidiary; (i) any guarantee of any material obligation (other than a guarantee by the Company of a Subsidiary’s debts or a guarantee by a Subsidiary of the Company’s debts or another Subsidiary’s debts); (j) any Order, settlement or agreement with any Governmental Authority (other than Permits), in each case, that is material to the Business; (k) any Contract involving the sale of any business entered into by the Company or its Subsidiaries pursuant to which the Company or its Subsidiaries have a continuing indemnification obligation; (l) any Contract under which the Company or its Subsidiaries has continuing material indemnification obligations to any third Person, other than those entered into in the ordinary course of business consistent with past practices; (m) agreements under which the Company has granted any Person registration rights; (n) any partnership, joint venture, strategic alliance or other similar agreement; and (viio) any other Contract not made in the ordinary course of business that is material lease to the Business. The Company has made available to Purchaser a true and complete copy of each Material Contract, together with all material amendments and supplements thereto. Each Material Contract is valid and binding on the Company or sublease with respect its applicable Subsidiary and, to the Knowledge of the Company, is valid and binding on the other parties thereto, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 2.16, as of the date hereof, the Company Leased Real Propertyor its applicable Subsidiary that is a party to the Material Contract and, to the Knowledge of the Company, the other parties thereto are not in material default or breach under any such Material Contract, and there are no pending claims affecting the Material Contracts as of which the Company and its Subsidiaries have written notice, except where such default, breach or claim would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except for this AgreementContracts listed in Section 5.12(a) of the Parent Disclosure Letter or included as an exhibit to Parent's Form 10-K for the fiscal year ended December 31, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents2014, as of the date of this Agreement, neither the Company Parent nor any of its Subsidiaries is a party to or bound byby any Contract: (i) any “material contract” that is required to be filed as an exhibit to Parent's Annual Report on Form 10-K pursuant to Item 601(b)(2), (as such term is defined in Item 601(b)(104), (9) or (10) of Regulation S-K of promulgated by the SEC); (ii) pursuant to which or with respect to which Parent or any Contract of its Subsidiaries and any director, officer, or Affiliate of Parent or any of its Subsidiaries (excluding in each case the Company) are parties or beneficiaries; (iii) that (A) expressly imposes any material restriction on the right or ability of the Company obligates Parent or any of its Subsidiaries to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $1,000,000 and is not cancelable within 90 days without material penalty to Parent or any of its Subsidiaries; (iv) that contains any non-compete or exclusivity provisions with respect to any other person line of business or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause geographic area that restricts the business of Parent or any of its Subsidiaries, or that otherwise restricts the Company lines of business conducted by Parent or any of its Subsidiaries or the geographic area in a material mannerwhich Parent or any of its Subsidiaries may conduct business; (iiiv) that (A) is an agreement to which any mortgage, note, debenture, indenture, security agreement, guaranty, pledge Governmental Authority is a party or under which any Governmental Authority has any rights or obligations or (B) is intended to directly or indirectly benefits any Governmental Authority (including any subcontract or other agreement or instrument evidencing indebtedness for borrowed money Contract between Parent or any guarantee of such indebtedness its Subsidiaries and any contractor or subcontractor to any Governmental Authority); (vi) which is an agreement which obligates Parent or any of its Subsidiaries to indemnify any past or present directors, officers, trustees, employees or agents of Parent or any of its Subsidiaries pursuant to which Parent or any of its Subsidiaries is the indemnitor; (vii) which constitutes Indebtedness of Parent or any of its Subsidiaries with a principal amount outstanding as of the Company date hereof greater than $1,000,000; (viii) that is an employment agreement with any executive officer of Parent or any of its Subsidiaries; (ix) which requires Parent or any of its Subsidiaries to dispose of or acquire assets or properties (including any Parent Vessel) with a fair market value in excess of $1,000,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction; (x) that constitutes an interest rate cap, interest rate collar, interest rate swap or other Contract relating to a hedging transaction; (xi) that sets forth the operational terms of a material joint venture, partnership, limited liability company or strategic alliance of Parent or any of its Subsidiaries; (xii) that constitutes a loan to any Person (other than a wholly owned Subsidiary of Parent) by Parent or any of its Subsidiaries in an amount in excess of $25 million1,000,000; (ivxiii) relating to any joint venturematerial ship-sales, partnership or limited liability company memoranda of agreement or other vessel acquisition Contract for Newbuildings and secondhand vessels currently contracted for by Parent or other material Contracts with respect to Newbuildings and the financing thereof, including performance guarantees, counter guarantees, refund guarantees, material supervision agreement, material plan verification services agreements, and future charters; (xiv) pursuant to which a Parent Vessel is leased or chartered by Parent to a Third Party; (xv) that is a management agreement, crewing agreement or financial lease (including sale/leaseback or similar Contract relating arrangements) with respect to the formation, creation, operation, management or control any Parent Vessel involving annual payments in excess of any joint venture, partnership or limited liability company$50,000, other than any such Contract solely between the Company and agreement or financial lease that is terminable by Parent or its Subsidiaries without fee or among the Company’s Subsidiaries;penalty upon 90 days’ or less prior notice; or (vxvi) any that if breached or terminated could reasonably be expected to have a Parent Material Adverse Effect. Each Contract expressly limiting or restricting the ability of the Company described in clauses (i) through (xvi) above to which Parent or any of its Subsidiaries is a party or by which it is bound is referred to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, herein as the case may be;a “Parent Material Contract.” (vib) any acquisition Contract that contains “earn out” Except as, individually or other contingent payment obligationsin the aggregate, or remaining indemnity or similar obligations, that could has not had and would not reasonably be expected to result have a Parent Material Adverse Effect, each Parent Material Contract is legal, valid, binding and enforceable on Parent and each of its Subsidiaries that is a party thereto and, to the knowledge of Parent, each other party thereto, and is in payments after full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, Parent and each of its Subsidiaries has performed all obligations required to be performed by it prior to the date hereof under each Parent Material Contract and, to the knowledge of Parent, each other party thereto has performed all obligations required to be performed by it under such Parent Material Contract prior to the Company or date hereof. Neither Parent nor any of its Subsidiaries has received any claim, notice or other communication (whether oral or written) of any violation or default under any Parent Material Contract, except for violations or defaults that would not, individually or in excess of $25 million; and (vii) any material lease or sublease with respect the aggregate, reasonably be expected to have a Company Leased Real PropertyParent Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 3.11(a) of the Company Benefit Plans Disclosure Letter contains a true and complete listing of the following contracts and other agreements filed as exhibits to the Company SEC Documents, which Pecten as of the date of this Agreement, neither the Company nor any of its Subsidiaries Agreement is a party or to which the Assets are subject (each such contract or bound by:agreement, along with all amendments and supplements thereto, being referred to herein as a “Material Contract”): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)contracts, agreements and instruments representing Indebtedness for Borrowed Money and all guarantees thereof; (ii) contracts containing covenants limiting the freedom of Pecten to engage in any Contract that (A) expressly imposes any material restriction on the right line of business or ability of the Company or any of its Subsidiaries to compete with any other person Person or acquire or dispose of the securities of operate at any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerlocation; (iii) any mortgageprice swaps, note▇▇▇▇▇▇, debenture, indenture, security agreement, guaranty, pledge futures or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 millionsimilar instruments; (iv) any joint venturecontracts to which Pecten, partnership on the one hand, and an Affiliate of Pecten, on the other hand, is a party or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariesis otherwise bound; (v) contracts containing any Contract expressly limiting preferential rights to purchase or restricting the ability of the Company or similar rights relating to any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may beAssets; (vi) joint venture or partnership agreements, including any agreement or commitment to make any loan or capital contribution to any joint venture or partnership; (vii) contracts relating to the acquisition Contract or disposition by Pecten of any business (whether by acquisition or disposition of equity interests or assets) pursuant to which Pecten has or will have any remaining material obligation or liability or benefit; (viii) contracts or agreements which, individually, require or entitle Pecten to make or receive payments of at least Five Hundred Thousand Dollars ($500,000) annually, provided that contains “earn out” the calculation of the aggregate payments for any such agreement or other contingent payment obligationscontract shall not include payments attributable to any renewal periods or extensions for which Pecten may exercise a renewal or extension option in its sole discretion; (ix) contracts relating to the storage, transportation, treating, sale, or remaining indemnity purchase of hydrocarbons, or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any provision of its Subsidiaries in excess of $25 millionservices related thereto; and (viix) any material lease licenses relating to Intellectual Property (whether as licensee or sublease licensor) other than licenses with respect to software used or accessed by Pecten under a Company Leased Real Property“shrink wrap,” “click wrap,” or “off the shelf” software license that is generally commercially available on standard terms. (b) Subject to regulatory requirements of which SHLX has been informed, SPLC has made available to SHLX a correct and complete copy of each Material Contract listed on Section 3.11(a)

Material Contracts. (a) Except for this Agreement, Schedule 4.17(a) of the Company Benefit Plans and agreements filed as Disclosure Letter, together with the lists of exhibits to contained in the Company SEC DocumentsDocuments and Schedules 4.10(a) and 4.10(l) listing material Company Plans, sets forth a true and complete list, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound byof: (i) any each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECExchange 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 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) agreements solely between or among the Company and its Subsidiaries and (y) 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) expressly imposes purports to limit in any material restriction on respect either the right type of business in which the Company or ability 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 (C) prohibits or limits the rights of the Company or any of its Subsidiaries to compete 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 person than, in each case, as may be set forth in any Franchise Agreement; (vi) each contract involving the pending acquisition or acquire sale of (or dispose option to purchase or sell) any assets or properties of the securities Company for 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 material partnership, material joint venture or similar material arrangement with a third party, other person 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 amount of money to any of its officers, directors, employees, Company Agents or consultants; (Bx) each agreement that contains an exclusivity or any “most favored nation” clause or most favored customer provision, call or 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 Affiliates is subject and that restricts 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 any of its Subsidiaries in a material mannerSubsidiaries; (iiixi) each contract (a) pursuant to which the Company or its Subsidiaries grants or receives a license or similar right with respect to any mortgageCompany Intellectual Property, noteother than (i) licenses received with respect to commercially available software or information technology services, debentureor (ii) non-exclusive licenses granted to customers, indenture, security agreement, guaranty, pledge franchisees or service providers in the Ordinary Course or (b) relating to the development of material Intellectual Property (other agreement than agreements with employees or instrument evidencing indebtedness for borrowed money contractors on the Company’s or any guarantee its Subsidiaries’ standard form of such indebtedness of agreements made available to Parent) or (c) limiting the Company Company’s or any of its Subsidiaries Subsidiaries’ ability to use, enforce or disclose any Company Owned IP in an amount in excess of $25 million;any material respect; and (ivxii) any joint venture, partnership or limited liability company agreement or contract not otherwise described in any other similar Contract relating to the formation, creation, operation, management or control subsection of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vthis Section 4.17(a) any Contract expressly limiting or restricting the ability of that obligates the Company or any of its Subsidiaries to make distributions any future capital investment or declare capital expenditure outside of the Ordinary Course and in excess of $8,000,000 in any twelve (12)-month period (other than contracts between the Company and its Subsidiaries). (b) Collectively, the contracts set forth or pay dividends required to be set forth in respect Section 4.17(a) are herein referred to as the “Company Contracts.” Except as would not 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 their capital stockits Subsidiaries that is a party thereto and, partnership intereststo the knowledge of the Company, membership interests or each other equity interestsparty thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights, (ii) neither the case may be; (vi) Company nor any acquisition Contract that contains “earn out” of its Subsidiaries is in breach or default under any Company Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, individually or in the aggregate with other contingent payment obligationsevents, or remaining indemnity or similar obligations, that could would reasonably be expected to result in payments after the date hereof a breach thereof or default thereunder by the Company or its Subsidiaries, or to the knowledge of the Company, as of the date hereof, any other party thereto and (iii) 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 in excess has received any written notice of $25 million; and (vii) the intention of any other Person to any such Company Contract that such Person intends to terminate or claim a material lease or sublease with respect to a breach under any Company Leased Real PropertyContract.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is a party to or bound byby any: (i) any Contracts that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the SEC)Securities Act; (ii) Contracts relating to any Contract partnership, strategic alliance or joint venture that is material to the Company and its Subsidiaries, taken as a whole; (iii) Contracts pursuant to which the Company or any Subsidiary of the Company (A) expressly imposes has any material restriction on continuing “earn-out” or other material contingent payment obligations or (B) has any material indemnification obligations that, in either case, were not entered into in the right or ordinary course of business; (iv) Contracts that (i) limit in any material respect the ability of the Company or any of its Subsidiaries to compete with or to provide services in any other person line of business or acquire with any Person or dispose of the securities of in any other person geographic area or market segment or (Bii) contains an exclusivity or provide any standstill, “most favored nation” clause that restricts the business of provision or equivalent preferential pricing terms, exclusivity or similar obligations to which the Company or any of its Subsidiaries is subject or a beneficiary thereof, which, in the case of clauses (i) and (ii), is material to the Company and its Subsidiaries taken as a material mannerwhole; (iiiv) Contracts that are material Collective Bargaining Agreements; (vi) Contracts with (A) any mortgagebeneficial owner (as defined in Rule 13d-3 under the ▇▇▇▇ ▇▇▇) of 5% or more of any class of securities of the Company or any Company Subsidiary or (B) any Affiliate or “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the ▇▇▇▇ ▇▇▇) of any of the foregoing, including any shareholders agreement, investors’ rights agreement, registration rights agreement, tax receivables agreement (other than the Tax Receivable Agreement) or similar or related Contracts; (vii) Contracts that (A) are a material indenture, loan or credit Contract, loan note, debenturemortgage Contract, indenture, security agreement, guaranty, pledge letter of credit or other agreement Contract representing, or instrument evidencing any guarantee of, indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $5,000,000, (B) is a guarantee by the Company or any Subsidiary of the Company of any indebtedness for borrowed money or similar obligation of any guarantee Person other than the Company or a wholly-owned Subsidiary of such indebtedness the Company or (C) that become due and payable as a result of the transactions contemplated hereby; or (viii) Contracts pursuant to which the Company or any of its Subsidiaries in an amount in excess of $25 million; (ivi) obtain the right to use, or a covenant not to be sued under, any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, Intellectual Property (other than any such Contract solely between non-exclusive licenses for commercially available off-the-shelf software that is generally available for an annual cost of less than $100,000) or (ii) grants the right to use, or a covenant not to be sued under, Intellectual Property, in the case of each of clauses (i) and (ii), that is material to the Company and its Subsidiaries or among the Company’s Subsidiaries;, taken as a whole. (vb) any The Company has made available to Parent prior to the date hereof a complete and correct copy of each Contract expressly limiting listed or restricting the ability required to be listed in ‎Section 5.20(a) of the Company Disclosure Schedule (each, a “Material Contract”). Except for breaches, violations or defaults which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each of the Material Contracts is valid, binding and in full force and effect and (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any other party to a Material Contract, has breached or violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a breach or default under the provisions of such Material Contract, and since January 1, 2015, neither the Company nor any of its Subsidiaries to make distributions has received notice that it has breached, violated or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) defaulted under any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyMaterial Contract.

Material Contracts. (a) Except for this Agreement, the Company Partnership Benefit Plans and agreements filed as exhibits to the Company Partnership SEC Documents, as of the date of this Agreement, neither none of the Company nor Partnership, the General Partner or any of its their Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company Partnership or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company Partnership or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company Partnership or any of its Subsidiaries in an amount in excess of $25 million, other than (A) such indebtedness among the Partnership and its wholly-owned Subsidiaries or (B) such indebtedness obligations of SESH; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company Partnership and its Subsidiaries or among the CompanyPartnership’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company Partnership or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership limited liability company interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company Partnership or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Partnership Leased Real Property.

Material Contracts. (a) Except for this Agreement, Agreement and the Company Benefit Plans and agreements Contracts filed as exhibits to the publicly-available Company SEC DocumentsReports, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries is a party to or bound by:by any Contract (i) any that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the SEC)Securities Act; (ii) pursuant to which the Company or any Contract Company Subsidiary has any material continuing “earn-out” or other contingent payment obligations arising in connection with the acquisition or disposition by the Company of any business; (iii) containing any standstill or similar provision remaining in effect pursuant to which the Company or any Company Subsidiary has agreed not to acquire securities or material assets of another Person; (iv) that (A) expressly imposes limits in any material restriction on respect either the right or ability type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries to compete with after the Effective Time) may engage or the manner or locations in which any other person of them may so engage in any business (including through “non-competition” or acquire or dispose of the securities of any other person or “exclusivity” provisions), (B) contains an exclusivity would 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 (C) grants “most favored nation” clause that restricts status that, following the business of the Company Merger, would apply to Parent or any of its Subsidiaries in a material mannerSubsidiaries, including the Company and its Subsidiaries; (iiiv) any mortgagethat (A) is a material indenture, loan or credit Contract, loan note, debenturemortgage Contract, indenture, security agreement, guaranty, pledge letter of credit or other agreement or instrument evidencing indebtedness for borrowed money Contract representing, or any guarantee of such of, indebtedness of the Company or any Company Subsidiary or (B) is a material guarantee by the Company or any Company Subsidiary of its Subsidiaries in an amount in excess the indebtedness of $25 millionany Person other than the Company or a wholly-owned Subsidiary of the Company; (ivvi) that grants (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any joint venture, partnership Person (other than the Company or limited liability company agreement or other similar Contract relating a wholly-owned Company Subsidiary) with respect to any asset that is material to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vvii) that was entered into to settle any Contract expressly material litigation and which imposes material ongoing obligations on the Company; or (viii) limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends or make distributions in respect of their capital stock, partnership partner interests, membership interests or other equity interests, . Each such Contract described in clauses (i) through (ix) is referred to herein as the case may be; a “Material Contract”. Each Material Contract (vi) any acquisition and each Contract that contains “earn out” would be a Material Contract but for the exception of having been filed as an exhibit to a publicly-available Company Report) is valid and binding on the applicable of the Company and its Subsidiaries and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, and neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other party to a Material Contract is in breach or other contingent payment obligationsviolation of any provision of, or remaining indemnity in default under, any Material Contract, and no event has occurred that, with or similar obligationswithout notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that could would not, individually or in the aggregate, reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to have a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. Section 2.24 of the Target Disclosure Schedule sets forth a list of all material agreements or commitments ("MATERIAL CONTRACTS") of any nature to which Target is a party or by which it is bound, including without limitation: (a) Except each agreement which requires future expenditures by Target in excess of $40,000 in any one case or $80,000 in the aggregate or which might result in payments to Target in excess of $40,000 in any one case or $80,000 in the aggregate; (b) all employment and consulting agreements, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, and distributor and sales representative agreements; (c) each agreement with any 1% or greater stockholder, officer or director of Target, or any "affiliate" or "associate" of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for this Agreementthe furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity; (d) any agreement between Target and a third party relating to Target Intellectual Property, other than non-exclusive licenses generally available from third parties; (e) any agreement for the Company Benefit Plans and borrowing of money or line of credit, trust indenture, mortgage, promissory note, loan agreement or any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (f) agreements filed with respect to security interests, liens or pledges; (g) any agreement not made in the ordinary course of Target's business; (h) any agreement which provides for the restraint or restriction of Target's right to compete with any person in the conduct of its business; (i) any confidentiality, secrecy or non-disclosure agreement with any party with which Target has, has had or reasonably expects to have a significant relationship; (j) any distributor, reseller, agency or manufacturer's representative contract; (k) any contract to support or maintain Target's products, that expires or may be renewed at the option of any person other than Target so as exhibits to the Company SEC Documents, as of expire more than one year after the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iil) any Contract that (A) expressly imposes any material restriction on the right agreement of guarantee, support, assumption or ability of the Company endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of its Subsidiaries any other person; (m) any agreement pursuant to compete which Target has deposited or is required to deposit with an escrow holder or any other person or acquire entity, all or dispose part of the securities source code (or any algorithm or documentation contained in or relating to any source code) of any other person or Target Intellectual Property (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million"SOURCE MATERIALS"); and (viin) any material lease agreement to indemnify, hold harmless or sublease defend any other person with respect to any assertion of personal injury, damage to property or Intellectual Property infringement, misappropriation or violation or warranting the lack thereof, other than indemnification provisions contained in a Company Leased Real Propertycustomary purchase orders/purchase agreements/product licenses arising in the ordinary course of business.

Material Contracts. (a) Except for Section 4.12(a) of the Company Disclosure Letter identifies each of the following Contracts to which a Company Entity or any Company Subsidiary is a party as of the date of this Agreement other than any Contract that is or constitutes (1) a nondisclosure agreement entered into (x) in the ordinary course of business or (y) in connection with discussions, negotiations, and transactions related to this Agreement, other Acquisition Proposals, or other potential strategic transactions or (2) a Company Plan (the Contracts required to be set forth on such schedule, the “Material Contracts”): (i) other than any Media Agreement or any Talent Agreement, any Contract that limits the freedom or right of a Company Benefit Plans and agreements filed as exhibits Entity or any Company Subsidiary to sell, distribute, produce or manufacture any product, project or service in a manner that would be material to the Company SEC DocumentsEntities and the Company Subsidiaries, taken as a whole, either by (A) materially limiting the freedom or right of the Company Entities and the Company Subsidiaries from engaging in any line of business or to compete with any other Person in any location or line of business or (B) providing “most favored nation” rights (including with respect to pricing) or exclusivity obligations or restrictions, in each case, in favor of a party other than the Company Entities or the Company Subsidiaries; (ii) other than any Media Agreement or Talent Agreement, any Contract that requires by its terms or is reasonably likely to require, during the remaining term of such Contract, annual consideration to or from a Company Entity or any Company Subsidiary in an amount having an expected value in excess of $20,000,000 in the fiscal year ending December 31, 2024 (each, a “Specified Contract”); (iii) other than any Media Agreement or any Talent Agreement, any Contract under which a Company Entity or any Company Subsidiary (A) licenses or sublicenses (or grants rights in or to use) Intellectual Property Rights that are material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, to any third party, (B) licenses or sublicenses (or is granted rights in or to use) Intellectual Property Rights from any third party that are material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, or (C) has entered into any covenant not to sue or assert immunity from suit with respect to material Intellectual Property Rights, including any material coexistence agreements and material settlement agreements (in each case, other than (v) non-disclosure agreements, (w) non-exclusive licenses granted by a Company Entity or a Company Subsidiary in the ordinary course of business to end users in connection with the provision or sale of any product or service, (x) non-exclusive licenses granted to a Company Entity or a Company Subsidiary by any customer, employee, consultant, or independent contractor of a Company Entity or a Company Subsidiary in the ordinary course of business, (y) licenses of commercially available Software licensed in object code form only granted to a Company Entity or a Company Subsidiary, or (z) licenses to open source, public, or freeware Software, or other materials), in each case, which Contract is material to the business of the Company Entities or the Company Subsidiaries, taken as a whole; (iv) any Contract relating to indebtedness for borrowed money in excess of $10,000,000 (whether incurred, assumed, guaranteed, or secured by any asset) of a Company Entity or any Company Subsidiary; (v) other than any Media Agreement or any Talent Agreement, any Contract constituting a joint venture, partnership, or similar arrangement that includes the sharing of profits and losses with another Person, in each case, that is material to the business of the Company Entities and the Company Subsidiaries, taken as a whole; (vi) any Contract that prohibits (A) the payment of dividends or distributions in respect of the capital stock of the Company or equity interests of any of Manager, OpCo or any Company Subsidiary, (B) the pledging of the capital stock or other equity interests of a Company Entity or a Company Subsidiary or (C) the issuance of any guaranty by any Company Entity; (vii) any Contract that is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10)(i) or (ii) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (viii) any Contract that is material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, that is a Related Party Transaction other than offer letters that can be terminated at will without severance obligations; (ix) other than in connection with any Permitted Content Activity, (A) any Contract for the sale, license, lease or sublease of any material Owned Real Property or (B) any Material Lease; (x) any Contract since the Reference Date, that relates to the acquisition or disposition by a Company Entity or any Company Subsidiary, involving consideration in excess of $35,000,000, of any Person or other business organization, division, or business of any Person (whether by merger or consolidation, by the purchase of a controlling equity interest in or substantially all of the assets of such Person, or by any other manner); (xi) any Contract with any Governmental Authority under which payments in excess of $20,000,000 were received by a Company Entity or any Company Subsidiary in the most recently completed fiscal year; (xii) other than any Media Agreement or Talent Agreement, any Contract that is material to the Company Entities and the Company Subsidiaries, taken as a whole, pursuant to which a Company Entity or any Company Subsidiary (A) has continuing guarantee, “earn-out,” or similar contingent payment obligations (other than indemnification or performance guarantee obligations provided for in the ordinary course of business), including (x) milestone or similar payments, including upon the achievement of regulatory or commercial milestones or (y) payment of royalties or other amounts calculated based upon any revenue or income of a Company Entity or any Company Subsidiary, in each case, that could result in payments in excess of $20,000,000 or (B) grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to exclusively license, or any other similar rights with respect to any product or service of the Company Entities or the Company Subsidiaries, or any Company Intellectual Property that is material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, in each case, involving annual consideration in excess of $20,000,000 in the fiscal year ending December 31, 2024; (xiii) any Contract since the Reference Date, the primary purpose of which is to provide for indemnification or guarantee of the obligations of any other Person that would be material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, other than any such Contracts entered into in the ordinary course of business; (xiv) any hedging, swap, derivative, or similar Contract; (xv) other than any Media Agreement or any Talent Agreement, any Contract material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, that requires the services, performance or involvement of any particular employee or service provider of a Company Entity or any Company Subsidiary or that otherwise contains a so-called “key person”, “essential element” or “of the essence” provision with respect to any such Person; (xvi) any Media Agreement that involves either annual consideration to or from a Company Entity or any Company Subsidiary of $20,000,000 or more (in cash or kind); (xvii) any settlement, conciliation or similar agreement (A) pursuant to which a Company Entity or any Company Subsidiary is obligated after the date of this Agreement to pay consideration in excess of $10,000,000 or (B) that would otherwise materially limit the operation of the Company Entities and the Subsidiaries as currently operated; (xviii) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, voting or dividends with respect to any equity securities of a Company Entity. (b) The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives an accurate and complete copy of each Material Contract (except with such redactions as may be clearly marked on such copies) as in effect as of the date of this Agreement. Except as would not, neither individually or in the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgageaggregate, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by have a Material Adverse Effect: (i) none of the Company Entities or the Company Subsidiaries, nor, to the Knowledge of the Company, any other party to each such Contract, are in breach of its Subsidiaries in excess or default under any Material Contract and none of $25 million; and the Company Entities or the Company Subsidiaries, nor, to the Knowledge of the Company, any other party to each such Contract, have taken or failed to take any action, and no event has occurred, that with or without notice, lapse of time, or both would constitute a breach of or default under any Material Contract, (viiii) any material lease or sublease each Material Contract is, with respect to a Company Leased Real PropertyEntity or any Company Subsidiary (as applicable) and, to the Knowledge of the Company, any other party to such Contract, a valid agreement, binding, and in full force and effect, (iii) to the Knowledge of the Company, each Material Contract is enforceable by a Company Entity or a Company Subsidiary (as applicable) in accordance with its terms, subject to the Enforceability Exceptions, and (iv) since the Reference Date, through the date of this Agreement, none of the Company Entities or the Company Subsidiaries have received any written notice regarding any violation or breach or default under any Material Contract that has not since been cured. To the Knowledge of the Company, since the Reference Date, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with a Company Entity or any Company Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company Entities and the Company Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.13(a) of the Company Benefit Plans Disclosure Schedules sets forth a correct and agreements filed as exhibits to the Company SEC Documentscomplete list, as of the date Execution Date, of this Agreement, neither the following Contracts to which an Acquired Company nor is party or by which any of its Subsidiaries is a party to the Acquired Companies’ assets or properties are bound by:(collectively, the “Material Contracts”): (i) any constitutes, or would be required to be filed by GXS Worldwide as, a “material contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes pursuant to which the Acquired Companies may be entitled to receive or obligated to pay more than $2,000,000 in any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannercalendar year; (iii) any mortgageContract that limits or purports to limit (or that following the Closing could limit) the ability of any Acquired Company, noteParent, debentureMerger Sub, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company Surviving Corporation or any of its Subsidiaries Parent, Merger Sub or Surviving Corporation’s Affiliates to (A) compete in an amount any line of business, with any Person, in excess any geographic area or during any period of $25 milliontime; or (B) any Contract that grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person; (iv) any joint venture, partnership Contract containing “most-favored-nation” terms whereby an Acquired Company would be required to provide preferential pricing or limited liability company agreement or other similar Contract relating treatment to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariesthird party; (v) any Contract expressly limiting or restricting the ability relating to any future capital expenditures by an Acquired Company in excess of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be$1,000,000; (vi) any acquisition Contract that contains “earn out” relating to the creation, incurrence, assumption or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or guarantee of any of its Subsidiaries in excess of $25 million; andIndebtedness; (vii) any Contract that relates to the acquisition or disposition of any business, a material lease amount of stock or sublease 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 date of this Agreement; (viii) any Contract that provides for (A) the establishment or operation of any joint venture or (B) the 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 involving any resolution or settlement of any actual or threatened Legal Proceeding with respect a value in excess of $500,000 or that provides for any injunctive or other non-monetary relief; (x) any hedging, swap, derivative or similar Contract; (xi) any Leases; (xii) any Contract under which any Acquired Company 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 (excluding (x) any off-the-shelf shrinkwrap, clickwrap or similar commercially available non-custom software licensed to an Acquired Company Leased Real Propertyand (y) non-exclusive licenses granted by an Acquired Company to its customers in the ordinary course of business consistent with past practice for the use of the Acquired Company’s services); (xiii) any Contract that involves the colocation or outsourcing 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 (xvi) any Contract between or among an Acquired Company, on the one hand, and the Company or any Affiliate of the Company (other than an Acquired Company), on the other hand. (b) The Company has made available to Parent and Merger Sub correct copies of each Material Contract as of the Execution Date (including all material amendments to the terms and conditions thereof, but not including supplements, annexes, work orders, change requests and schedules thereto). Each Material Contract is in full force and effect and is enforceable against an Acquired Company and, to the 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’s Knowledge, any 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, Section 3.16(a) of the Company Benefit Plans Disclosure Schedule lists each of the following Contracts of BSC and agreements filed as exhibits the Sellers with respect to the Company SEC DocumentsBusiness or by which any of the Purchased Assets may be bound (such Contracts, as whether listed or required to be listed, being the “Material Contracts”): (i) any Contract for the distribution or sale of Products by the Business, which involved consideration or payments in excess of $250,000 in the aggregate during the year ended December 31, 2009 or contemplates or involves consideration or payments in excess of $250,000 after the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract all Contracts with independent contractors or consultants (or similar arrangements) that (A) expressly imposes any material restriction on involve annual payments in excess of $150,000, or in the right case of Contracts with U.S. health care professionals $75,000, and are not cancelable without penalty or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerfurther payment and without more than 60 days’ notice; (iii) any mortgageContract for the purchase of materials, notesupplies, debenturegoods, indentureservices, security agreement, guaranty, pledge equipment or other agreement or instrument evidencing indebtedness assets providing for borrowed money annual payments by BSC or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess Seller of $25 million250,000 or more and is not cancelable without penalty or further payment and without more than 60 days’ notice; (iv) any joint ventureemployee collective bargaining Contract with any labor union, partnership or limited liability company agreement staff association, works council or other similar Contract relating to the formation, creation, operation, management or control body of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariesemployee representatives; (v) any Contract expressly limiting or restricting the ability of the Company lease for personal property providing for annual rentals payable by BSC or any Seller of its Subsidiaries to make distributions $250,000 or declare more and is not cancelable without penalty or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may befurther payment and without more than 60 days’ notice; (vi) any acquisition Contract that contains “earn out” concerning the establishment or operation of a partnership, joint venture or limited liability company or other contingent payment obligationssimilar agreement or arrangement; (vii) all Transferred IP Agreements; (viii) all leases in respect of the Leased Real Property and the Cork Purchaser Leased Facility; (ix) all Contracts that limit or purport to limit the ability of the Business to compete in any line of business or with any Person or in any geographic area or during any period of time; (x) any Contract creating or granting a material Encumbrance (other than Permitted Encumbrances) on any Purchased Asset; (xi) any other Contract with respect to the Business not made in the ordinary course of business which involved payments to or by BSC or any Seller in excess of $250,000 in the aggregate during the year ended December 31, 2009 or remaining indemnity contemplates or similar obligations, that could reasonably be expected involves payments to result or by BSC or any Seller in payments excess of $250,000 in any 12 month period after the date hereof by the Company of this Agreement; and (xii) all material Contracts pursuant to which BSC or any of its Subsidiaries Affiliates provides services in excess respect of $25 million; andthe Business. (viib) BSC has delivered to Purchaser true and complete copies (including all amendments, modifications and waivers thereto) of each written Material Contract, and a description of each oral Material Contract (if any). Each Material Contract (i) is legal, valid and binding on one or more of BSC and the Sellers and, to the Knowledge of BSC, the counterparties thereto, and is in full force and effect and (ii) upon consummation of the transactions contemplated by this Agreement, except to the extent that any material lease consents set forth in Section 3.02 of the Disclosure Schedule are not obtained, shall continue in full force and effect without penalty or sublease other adverse consequence. None of BSC or the Sellers is in breach of, or default under, any Material Contract to which it is a party and, to the Knowledge of BSC, (i) no other party to any Material Contract is in breach of, or default under, any Material Contract and (ii) no event has occurred which with respect to notice or lapse of time would constitute a Company Leased Real Propertybreach or default, or would permit termination, modification or acceleration, under such Material Contract.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as Schedule 5.7(a) of the date Disclosure Letter identifies those Contracts (or any groups of this Agreement, neither the Company nor related or similar Contracts) to which Seller or any of its Subsidiaries Affiliates is a party in connection with or relating to the Business or bound bythe Acquired Assets that: (i) require payment by any “material contract” (as such term is defined party thereto in Item 601(b)(10) excess of Regulation S-K of the SEC)$25,000 per year; (ii) any Contract that (A) expressly imposes any material restriction is not terminable on less than three months’ notice without payment by, penalty or other adverse consequence to the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerBusiness; (iii) any mortgageinvolve the lease or use of real property; (iv) involve the lease, note, debenture, indenture, security agreement, guaranty, pledge purchase or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee service of such indebtedness tangible personal property requiring payments in excess of the Company or any of its Subsidiaries $25,000 per year; (v) relate to capital expenditures to be made after Closing in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be25,000; (vi) create a partnership or joint venture; (vii) create, incur or guarantee Indebtedness or impose a Lien on any acquisition of the Acquired Assets; (viii) grant a license to Acquired Intellectual Property or require the payment of royalties; (ix) is a management, consulting, employment, compensation, termination, severance or similar Contract that contains “earn out” involving payments in excess of $25,000; (x) require the payment of bonuses or similar incentives to any Person in connection with the Business or the transaction contemplated hereby; (xi) appoint a Person as a manufacturer’s representative, distributor or sales agent; (xii) create any Liability for or related to asbestos, silica, refractory ceramic fibers or other contingent payment obligations, or remaining indemnity or similar obligations, substance that could be harmful to human health; (xiii) concern confidentiality or non-competition; (xiv) provide for indemnification by or of Seller; (xv) involve an option to purchase, a right of first refusal or other preferential right to acquire any Acquired Asset; (xvi) grant a power of attorney with respect to the Business; (xvii) have as a party an employee, officer, director or an Affiliate of Seller (other than Seller) or an entity in which any such Person has an interest or a Governmental Authority; or (xviii) the consequences of a default under which would constitute or reasonably be expected to result in payments after constitute a Seller Material Adverse Effect. (b) Prior to the date hereof hereof, Seller has made available to Buyer or its representatives an accurate and complete copy of each Material Contract (or a written description of the material terms of any Material Contract that is not written). (c) Except as set forth on Schedule 5.7(c) of the Disclosure Letter, each Material Contract is valid, binding and enforceable in accordance with its terms, except as limited by the Company General Enforceability Exceptions, and is in full force and effect. Except as set forth on Schedule 5.7(c) of the Disclosure Letter, the transactions contemplated by this Agreement and the Ancillary Agreements will not give rise to a material breach of, or right of acceleration or termination under, any Material Contract. Except as set forth on Schedule 5.7(c) of the Disclosure Letter, there are no existing material defaults by Seller under any of its Subsidiaries the Material Contracts and no event has occurred or to Seller’s Knowledge is likely to occur that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default under any Material Contract by Seller. Except as set forth on Schedule 5.7(c) of the Disclosure Letter, to Seller’s Knowledge in excess each case, there are no existing material defaults by any party (other than Seller) to a Material Contract and no event has occurred or is likely to occur that (whether with or without notice, lapse of $25 million; andtime or the happening or occurrence of any other event) would constitute a material default under any Material Contract by any party thereto other than Seller. (viid) Schedule 5.7(a) of the Disclosure Letter lists any material lease outstanding bid or sublease proposal made by or to Seller, or to or by any customer, supplier, vendor or service provider in connection with respect to the Business that if accepted would constitute a Company Leased Real PropertyContract of a type described in Section 5.7(a).

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, Documents or as set forth in Section 3.18 of the date of this AgreementCompany Disclosure Schedules, neither the Company nor any of its Subsidiaries is a party to or expressly bound byby any Contract (excluding any Company Benefit Plan (other than with respect to clause (xiv) and (xv) below) or Lease) that: (i) any would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)Securities Act) with respect to the Company and its Subsidiaries, taken as a whole; (ii) any Contract that (A) expressly imposes any material restriction contains restrictions on the right or ability of the Company or any of its Subsidiaries to compete engage in activities competitive with any Person or to solicit suppliers anywhere in the world, other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause than restrictions that restricts are not material to the business of the Company or any of and its Subsidiaries in Subsidiaries, taken as a material mannerwhole; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness provides for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, venture or partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiarieswith a third party; (viv) any is an indenture, credit agreement, loan agreement, note, or other Contract expressly limiting or restricting the ability providing for indebtedness for borrowed money of the Company or any of its Subsidiaries (other than indebtedness among the Company and/or any of its Subsidiaries) in excess of $10 million; (v) is a settlement, conciliation or similar Contract that would require the Company or any of its Subsidiaries to make distributions pay consideration of more than $5 million after the date of this Agreement or declare or pay dividends in respect that contains restrictions on the business and operations of their capital stockthe Company and its Subsidiaries that are material to the business of the Company and its Subsidiaries, partnership interests, membership interests or other equity interests, taken as the case may bea whole; (vi) any (A) provides for the acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof disposition by the Company or any of its Subsidiaries of any business (whether by merger, sale of stock, sale of assets or otherwise) with a value in excess of $25 million; and50 million or (B) pursuant to which the Company or any of its Subsidiaries acquired or will acquire any material ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, in each case, under which the Company or any of its Subsidiaries has obligations remaining to be performed as of the date hereof; (vii) obligates the Company or any Subsidiary of the Company to make any future capital investment or capital expenditure outside the ordinary course of business and in excess of $5 million; (viii) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries or prohibits the pledging of the capital stock of the Company or any Subsidiary of the Company; (ix) has resulted in payments by the Company or any of its Subsidiaries of more than $5 million in the aggregate for the prior fiscal year (other than Contracts subject to clause (v) above); (x) has resulted in payments to the Company or any of its Subsidiaries of more than $10 million in the aggregate for the prior fiscal year; (xi) is a Collective Bargaining Agreement or similar agreement to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is bound; (xii) is with (A) each of the ten (10) largest customers of the Company and its Subsidiaries, taken as a whole (the “Material Customers”) and (B) each of the ten (10) largest commercial vendors of the Company and its Subsidiaries, taken as a whole (the “Material Vendors”), in each case by dollar amount for the fiscal year ending December 31, 2021; (xiii) provides for (A) indemnification of any officer, director or employee by the Company, other than Contracts entered into on substantially the same form as the Company’s standard forms previously made available to Parent or (B) accelerated vesting in connection with a change of control (including as a result of any termination of employment following a change of control); (xiv) is a Contract that is for the employment or engagement of any directors, officers, employees or independent contractors of the Company or any of its Subsidiaries at annual base cash compensation in excess of $400,000; (xv) (A) is between the Company or any of its Subsidiaries, on the one hand, and any director or officer of the Company or any of its Subsidiaries or any Person beneficially owning five percent or more of the outstanding shares of the Company Common Stock, on the other hand, except for any Company Benefit Plan or (B) that would be required to be disclosed under Item 404 under Regulation S-K under the Securities Act; or (xvi) (A) under which the Company or any of its Subsidiaries has granted or received an exclusive license to any Intellectual Property, (B) otherwise materially restricting the Company or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property, (C) under which the Company or any of its Subsidiaries has the right to use any Intellectual Property licensed from a third Person that is material lease to the business of the Company and its Subsidiaries, taken as a whole, (D) under which the Company or sublease any of its Subsidiaries has granted a right to any Company Intellectual Property, which grant is material to the business of the Company and its Subsidiaries, taken as a whole, or (E) under which the Company or any of its Subsidiaries has delivered, made available, licensed, or placed into escrow any source code owned by any of them that is material to the business of the Company and its Subsidiaries, taken as a whole, other than, with respect to each of (A) through (E), (1) non-disclosure agreements entered into in the ordinary course of business, (2) nonexclusive, “off-the-shelf” software licenses granted by third parties to the Company or any of its Subsidiaries, (3) Open Source Licenses, (4) maintenance and support and professional services Contracts with the Company or its Subsidiaries, (5) non-exclusive licenses to customers, resellers, or distributors in the ordinary course of business and (6) agreements with employees and contractors in the ordinary course of business. Each Contract of the type described in clauses (i) – (xvi) of this Section 3.18(a) is referred to herein as a “Company Material Contract.” (b) True and correct copies of each Company Material Contract have been publicly filed prior to the date of this Agreement or otherwise made available to Parent. 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 reasonably be expected to have, individually or in the aggregate, a Company Leased Real PropertyMaterial Adverse Effect. To the Knowledge of the Company, as of the date of this Agreement, 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 reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions. (c) To the Knowledge of the Company, since the date of the Audited Company Balance Sheet, the Company has not received any written or, to the Knowledge of the Company, oral notice from or on behalf of any Material Customer indicating that such Material Customer intends to terminate or not renew, any Company Material Contract with such Material Customer. (d) To the Knowledge of the Company, since the date of the Audited Company Balance Sheet, the Company has not received any written or, to the Knowledge of the Company, oral notice from or on behalf of any Material Vendor indicating that such Material Vendor intends to terminate, or not renew, any Company Material Contract with such Material Vendor.

Material Contracts. (a) Except for this Agreement, contracts listed in Section 4.18(a) of the Company Benefit Plans and agreements Disclosure Letter, this Agreement or contracts filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries Company Subsidiary is a party to or bound byby any contract that, as of the date hereof: (i) any “material contract” is required to be filed as an exhibit to the Company SEC Documents pursuant to Item 601(b)(2), (as such term is defined in Item 601(b)(104), (9) or (10) of Regulation S-K promulgated under the Securities Act (but, for the avoidance of the SECdoubt, no Company Benefit Plan); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the obligates Company or any Company Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of its Subsidiaries other reserves with respect to compete with any other person or acquire or dispose debt obligations) in excess of the securities of any other person or $2,000,000 and is not cancelable within ninety (B90) contains an exclusivity or “most favored nation” clause that restricts the business of the days without material penalty to Company or any of its Subsidiaries in a material mannerCompany Subsidiary, except for any Company Lease or any ground lease affecting any Company Property; (iii) contains any mortgage, note, debenture, indenture, security agreement, guaranty, pledge non-compete or other agreement exclusivity provisions with respect to any line of business or instrument evidencing indebtedness for borrowed money geographic area that restricts or limits in any material respect the business of Company or any guarantee Company Subsidiary, or that otherwise restricts or limits, in each case, in any material respect, the lines of such indebtedness business conducted by Company or any Company Subsidiary or the geographic area in which Company or any Company Subsidiary may conduct business, other than any ground lease or exclusive lease provisions, non-compete provisions and other similar leasing restrictions entered into by the Company and its Subsidiaries in the ordinary course of business; (iv) is an agreement that obligates Company or any Company Subsidiary to indemnify any past or present directors, officers, trustees, employees and agents of Company or any Company Subsidiary pursuant to which Company or a Company Subsidiary is the indemnitor (other than the Company Charter and Company Bylaws and the Organizational Documents of the Company Subsidiaries); (v) constitutes an Indebtedness obligation of Company or any Company Subsidiary with a principal amount as of the date hereof greater than $5,000,000 other than (x) surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business in each case to the extent not drawn upon and (y) any contract solely among or between the Company and its Subsidiaries wholly owned Subsidiaries; (vi) requires Company or any Company Subsidiary to dispose of or acquire assets or real properties (other than in connection with the expiration of a Company Lease or a ground lease affecting any Company Property) with a fair market value in excess of $5,000,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction, except for any Company Lease or any ground lease affecting any Company Property; (vii) constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a hedging transaction; (viii) sets forth the operational terms of a joint venture, partnership, limited liability company with a Company Third Party member or strategic alliance of Company or any Company Subsidiary; (ix) constitutes a loan to any Person (other than a wholly owned Company Subsidiary) by Company or any Company Subsidiary (other than advances made pursuant to and expressly disclosed in Company Leases or pursuant to any disbursement agreement, development agreement, or development addendum entered into in connection with a Company Lease with respect to the development, construction, or equipping of Company Properties or the funding of improvements to Company Properties) in an amount in excess of $25 million2,000,000; (ivx) any joint ventureconstitutes an agreement under which Company or a Company Subsidiary has purchased or sold real property and has uncompleted financial obligations in excess of $2,000,000; or (xi) requires payment of commissions (including leasing commissions on brokerage fees) or Tenant Improvement costs, partnership or limited liability company agreement allowances or other similar Contract relating to the formation, creation, operation, management or control concessions in excess of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries;$2,000,000. (vb) Each contract in any Contract expressly limiting or restricting the ability of the categories set forth in Section 4.18(a) to which Company or any of its Subsidiaries Company Subsidiary is a party or by which it is bound is referred to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, herein as the case may be;a “Company Material Contract.” (vic) any acquisition Contract that contains “earn out” Except as, individually or other contingent payment obligationsin the aggregate, or remaining indemnity or similar obligations, that could would not reasonably be expected to result have a Company Material Adverse Effect, each Company Material Contract is legal, valid, binding and enforceable on Company and each Company Subsidiary that is a party thereto and, to the Knowledge of Company, each other party thereto, and is in payments after full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, Company and each Company Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each Company Material Contract and, to the Knowledge of Company, each other party thereto has performed all obligations required to be performed by it under such Company Material Contract prior to the date hereof. None of Company or any Company Subsidiary, nor, to the Knowledge of its Subsidiaries Company, any other party thereto, is in excess material breach or violation of, or default under, any Company Material Contract, and no event has occurred that, with notice or lapse of $25 million; and (vii) time or both, would constitute a violation or breach of, or default under, any material lease Company Material Contract, except where in each case such breach, violation or sublease with respect default is not reasonably likely to have, individually or in the aggregate, a Company Leased Real PropertyMaterial Adverse Effect. Neither Company nor any Company Subsidiary has received notice of any violation of or default under any Company Material Contract, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Agreement and the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documentsother Transaction Agreements, as of the date hereof, none of this Agreement, neither the Company nor any of T or its Subsidiaries is a party to nor are any of Company T's or its Subsidiaries' properties or assets bound by: (i) any “material contract” (as such term is defined in Contract that would be required to be filed or furnished by Company T pursuant to Item 601(b)(10) of Regulation S-K 19 and paragraph 4 of the SEC)Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract that (A) expressly imposes any material restriction on the granting a right of first refusal, first offer or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerfirst negotiation; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any a partnership, joint venture, partnership or limited liability companycompany or similar arrangement; (iv) any Contract for the acquisition, other than any such Contract solely between the sale or lease (including leases in connection with financing transactions) of material properties or assets of Company and its Subsidiaries T (by merger, purchase or among the Company’s Subsidiariessale of assets or stock or otherwise); (v) any Contract expressly limiting with any Governmental Entity; (vi) any Contract involving the payment or restricting receipt of amounts by Company T or its Subsidiaries, or relating to indebtedness for borrowed money or any financial guaranty, of more than US$4,000,000; (vii) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of the Company T or any of its Subsidiaries to make distributions compete in any geographic area, industry or declare or pay dividends in respect line of their capital stock, partnership interests, membership interests or other equity interests, as the case may bebusiness; (viviii) any acquisition Contract that contains “earn out” or other contingent payment obligationsa put, or remaining indemnity call or similar obligations, that could reasonably be expected right pursuant to result in payments after the date hereof by the which Company T or any of its Subsidiaries in excess could be required to purchase or sell, as applicable, any equity interests of $25 million; andany Person ; (viiix) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of Company T or any of its Subsidiaries, (B) pledging of share capital of Company T or any of its Subsidiaries or (C) issuance of guaranty by Company T or any of its Subsidiaries; or (x) any material lease Company T IP Agreements other than agreements for Off-the-Shelf Software and UGC Agreements (all such Contracts described in clauses (i) through (x), and any Company T VIE Contracts, collectively, the "Company T Material Contracts"). (b) Each of the Company T Material Contracts constitutes the valid and legally binding obligation of Company T or sublease its applicable Subsidiary, enforceable in accordance with its terms and is in full force and effect. There is no material breach or default under any Company T Material Contract so listed either by Company T or, to Company T's knowledge, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Company T or, to Company T's knowledge, any other party. No party to any such Company T Material Contract has given notice to Company T of or made a claim against Company T with respect to a Company Leased Real Propertyany material breach or default thereunder.

Material Contracts. (a) Except for this Agreement, as set forth in Section 3.19 of the Company Disclosure Schedule and except for Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsPlans, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any Subsidiary of the Company 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 (but not limited to) any Contract pursuant to which the Company or any Subsidiary of the Company has an obligation to indemnify such officer, director, Affiliate or family member; (iii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company, any of its Subsidiaries or any Affiliate of them, to compete with any other person in any line of business or geographic region, or solicit any customer (or that following the Effective Time will restrict the right or ability of Parent or its Subsidiaries to engage in any line of business or compete in any geographic area) excluding any Contracts with sales representatives or distributors; (iv) any Contract that obligates the Company or any of its Subsidiaries (or following the Effective Time, Parent or its Subsidiaries) to compete conduct business with any other person third party on a preferential or acquire exclusive basis or dispose of the securities of any other person or (B) which contains an exclusivity or a “most favored nation” clause or similar covenant excluding any Contracts with sales representatives or distributors; (v) any acquisition or divestiture Contract that restricts the business contains any “earnout” or other contingent payment obligations that are outstanding obligations of the Company or any of its Subsidiaries in a material manneras of the date of this Agreement; (iiivi) any a mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness relating to Indebtedness (other than accounts receivable or accounts payable in the ordinary course of business and consistent with past practice) in an amount in excess of $500,000 in the aggregate; (vii) any Contract that grants any right of first refusal or right of first offer or similar right with respect to any assets, rights or properties of the Company or its Subsidiaries that are material; (viii) any Contract that provides for borrowed money the acquisition or any guarantee of such indebtedness of disposition by the Company or any of its Subsidiaries of any assets (other than acquisitions or dispositions of assets in an amount in excess the ordinary course of $25 millionbusiness) or a business (whether by merger, sale of stock or otherwise) that contains ongoing obligations that are material to the Company and the Company’s Subsidiaries, taken as a whole; (ivix) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vx) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries (A) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; , (viB) to make loans to the Company or any acquisition Contract that contains “earn out” or other contingent payment obligationsof its Subsidiaries, or remaining indemnity or similar obligations, that could reasonably be expected (C) to result in payments after grant Liens on the date hereof property owned by the Company or any of its Subsidiaries; (xi) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person, except for (A) loans or advances for indemnification, attorneys’ fees, or travel and other business expenses in the ordinary course of business, (B) extended payment terms for customers in the ordinary course of business or (C) loans, advances or capital contributions to, or investments in, any Person that is not an Affiliate or employee of the Company not in excess of $25 million; and150,000 individually; (viixii) any settlement agreement (A) with a Governmental Entity, (B) that requires the Company and its Subsidiaries to pay more than $250,000 after the date of this Agreement or (C) imposes any restrictions on the business of the Company or its Subsidiaries; (xiii) any Contract with a Top Customer, Top Distributor or Top Supplier (excluding, for clarity, purchase orders issued in the ordinary course of business, confidentiality agreements, statements of work and other ancillary agreements); (xiv) any Contract that involved the payment of more than $1,000,000 by the Company and its Subsidiaries in the fiscal year ended March 31, 2017 or that is expected to result in the payment of such amount by the Company and its Subsidiaries in the fiscal year ending March 31, 2018 (excluding Contracts (A) with customers, distributors, suppliers or Representatives or (B) that are purchase orders issued in the ordinary course of business); (xv) any Contract that involved the receipt of more than $1,000,000 by the Company and its Subsidiaries in the fiscal year ended March 31, 2017 or that is expected to result in the receipt of such amount by the Company and its Subsidiaries in the fiscal year ending March 31, 2018 (excluding Contracts (A) with customers, distributors, suppliers or Representatives or (B) that are purchase orders issued in the ordinary course of business); (xvi) any Contract relating to the supply of any item used by the Company or a Subsidiary of the Company that is a sole source of supply of any raw material, component or service and under which the Company paid more than $1,000,000 to the relevant supplier in the fiscal year ended March 31, 2017 or that is expected to result in the payment of such amount by the Company and its Subsidiaries in the fiscal year ending March 31, 2018 (excluding purchase orders issued in the ordinary course of business); (xvii) any material lease or sublease Government Contract that has not been closed out; (xviii) any Contract relating to the creation of any Lien (other than Permitted Liens) with respect to any material asset of the Company or any Subsidiary of the Company; or (xix) any Contract involving the licensing of any material Company Owned Intellectual Property from the Company or any of its Subsidiaries to any third party, or the licensing of any material Company Licensed Intellectual Property from any third party to the Company or any of its Subsidiaries (excluding non-exclusive licenses granted in connection with the sale of products and services to customers in the ordinary course of the business, and excluding commercially available, off-the-shelf, software programs), in each case with present or future obligations binding on the Company or any of its Subsidiaries. All contracts of the types referred to in clauses (i) through (xix) above (whether or not set forth on Section 3.19 of the Company Disclosure Schedule), are referred to herein as “Company Material Contracts.” The Company has made available to Parent prior to the date of this Agreement a complete and correct copy of each Company Material Contract as in effect on the date of this Agreement. (b) Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract and, to the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the knowledge of the Company, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default under the terms of any Company Material Contract, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Leased Real PropertyMaterial Adverse Effect. Each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto (except in each case as enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), and is in full force and effect, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Material Contract and as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Material Contract to terminate for default, convenience or otherwise any Company Material Contract prior to its stated expiration date, nor to the knowledge of the Company, is any such party threatening to do so, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Since April 1, 2016 and prior to the date of this Agreement, no Top Supplier, Top Customer or Top Distributor has canceled, terminated or substantially curtailed its relationship with the Company or any Subsidiary of the Company, given written notice to the Company or any Subsidiary of the Company of any intention to cancel, terminate or substantially curtail its relationship with the Company or any Subsidiary of the Company, or, to the knowledge of the Company, threatened to do any of the foregoing.

Material Contracts. (a) Except for this AgreementSection 3.17 of the Dish Disclosure Letter lists all Contracts (other than purchase orders or invoices) of the following types to which Dish or any Dish Subsidiary is a party or by which Dish or any Dish Subsidiary or any of their respective properties or assets is bound to perform in full or in part after the date hereof or otherwise containing continuing material obligations (including, without limitation, indemnity obligations) of Dish or any Dish Subsidiary (other than (i) the Company Benefit Plans and agreements Contracts filed as exhibits to or incorporated by reference in the Company Dish SEC DocumentsDocuments and (ii) employment-related or labor agreements, as intellectual property licenses or Dish Leases, which are provided for in Section 3.12(a), Section 3.13(a), Section 3.14 and Section 3.18(c) of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by:Dish Disclosure Letter): (i) any agreement that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right agreement relating to Indebtedness in excess of $5,000,000, other than agreements between or ability among direct and indirect wholly-owned Subsidiaries of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerDish; (iii) any mortgagematerial joint venture, notepartnership, debenture, indenture, security agreement, guaranty, pledge limited liability company or other similar agreement or instrument evidencing indebtedness arrangement (including any agreement providing for borrowed money joint research, development or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 millionmarketing); (iv) any joint venture, partnership or limited liability company agreement or other similar Contract series of related agreements relating to the formation, creation, operation, management acquisition or control disposition of any joint venturebusiness of any other Person or any material real property (whether by merger, partnership sale of stock, sale of assets or limited liability company, other than otherwise) under which Dish or any such Contract solely between the Company and its Subsidiaries Dish Subsidiary has any material ongoing obligations or among the Company’s Subsidiariesis subject to any material restrictions; (v) any Contract expressly agreement that contains (A) covenants restricting or limiting or restricting the ability of the Company Dish or any Dish Subsidiary to compete in any line of its Subsidiaries business or with any Person or in any area or that would so limit the freedom of Dish, any Dish Subsidiary, Soap or any Soap Subsidiary after the Closing or (B) exclusivity obligations or restrictions binding on Dish, any Dish Subsidiary, Soap or any Soap Subsidiary after the Closing, in either case, that are material to make distributions Dish and the Dish Subsidiaries, taken as a whole; (vi) any agreement or declare or pay dividends in respect series of their capital stockrelated agreements for the purchase of materials, partnership interestssupplies, membership interests goods, services, equipment or other equity interestsassets that (A) contains a minimum purchase requirement over the remaining term of such agreement or related agreements of $5,000,000 or more, or (B) under which Dish and the Dish Subsidiaries made payments of $5,000,000 or more during the twelve-month period ending on the Balance Sheet Date, in the case of each of clause (A) and (B), other than agreements subject to termination without penalty on not more than 60 days’ notice; (vii) any sales, distribution, agency or other similar agreement, or series of related agreements for the sale by Dish or any Dish Subsidiary of materials, supplies, goods, services, equipment or other assets that (A) contains a minimum supply commitment of Dish or the Dish Subsidiaries over the remaining term of the agreement or series of related agreements of $5,000,000 or more, or (B) under which payments of $5,000,000 or more were made to Dish or the Dish Subsidiaries during the twelve-month period ending on the Balance Sheet Date; or (viii) any agreement relating to any derivatives or hedging transaction (including any interest rate or currency hedge). (b) Except as has not had and would not, individually or in the aggregate, have a Dish Material Adverse Effect, each agreement, commitment, arrangement or plan disclosed in the Dish Disclosure Letter or required to be disclosed therein pursuant to this Section 3.17 or Section 3.12(a), Section 3.13(a), Section 3.14 and Section 3.18(c) and each contract filed as an exhibit or incorporated by reference in the Dish SEC Documents (each, a “Dish Material Contract”) is a valid and binding agreement of Dish or a Dish Subsidiary, as the case may be; , and is in full force and effect (viexcept to the extent that the enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity)). None of Dish, any Dish Subsidiary or, to the Knowledge of Dish, any other party thereto is in default or breach under (or is alleged to be in default or breach under) the terms of, or has provided or received any acquisition written notice of any intention to terminate, any such Dish Material Contract, except as would not, individually or in the aggregate, have a Dish Material Adverse Effect. To the Knowledge of Dish, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any such Dish Material Contract that contains “earn out” or result in a termination thereof or would cause or permit the acceleration of or other contingent payment obligationschanges of or to any right or obligation or the loss of any benefit thereunder, except, in each case, as would not, individually or remaining indemnity or similar obligationsin the aggregate, that could reasonably be expected to result have a Dish Material Adverse Effect. Except in payments after the date hereof by the Company or any case of a Dish Material Contract (x) which restricts disclosure of its Subsidiaries terms or (y) filed as an exhibit to or incorporated by reference in excess the Dish SEC Documents, complete copies of $25 million; and each such Dish Material Contract (viiincluding all modifications and amendments thereto and waivers thereunder) any material lease or sublease with respect have been made available to a Company Leased Real PropertySoap.

Material Contracts. (ai) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date For purposes of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by“F▇▇▇▇▇ Material Contract” shall mean: (iA) Any employment, severance, consulting or other Contract with an employee or former employee, officer or director of F▇▇▇▇▇ or any “material contract” Subsidiary of F▇▇▇▇▇ (other than any unwritten Contract for the employment of any such employee or former employee implied at law) which will require the payment of amounts by F▇▇▇▇▇ or any Subsidiary of F▇▇▇▇▇, as such term is defined applicable, after the date hereof in Item 601(b)(10) excess of Regulation S-K of the SEC)$250,000 per annum; (iiB) Any collective bargaining Contract with any labor union; (C) Any Contract that for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $2,500,000; (AD) expressly imposes Any Contract containing covenants of F▇▇▇▇▇ or any material restriction on Subsidiary of F▇▇▇▇▇ (1) to indemnify or hold harmless another Person or group of Persons, unless such indemnification or hold harmless obligation to such Person, or group of Persons, as the right case may be, would not reasonably be expected to exceed a maximum of $1,000,000 (except for product warranty obligations in Contracts for the sale of goods in the ordinary course of business) or (2) not to (or otherwise restrict or limit the ability of the Company F▇▇▇▇▇ or any of its Subsidiaries to) compete in any line of business or geographic area; (E) Any Contract requiring aggregate future payments or expenditures in excess of $2,500,000 and relating to compete cleanup, abatement, remediation or similar actions in connection with environmental liabilities; (F) Any license, royalty Contract or other Contract with respect to Intellectual Property which, pursuant to the terms thereof, requires payments by F▇▇▇▇▇ or any Subsidiary of F▇▇▇▇▇ in excess of $1,000,000 per annum; (G) Any Contract pursuant to which F▇▇▇▇▇ or any Subsidiary of F▇▇▇▇▇ has entered into a partnership or joint venture with any other person or acquire or dispose of the securities of any Person (other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company than F▇▇▇▇▇ or any Subsidiary of its Subsidiaries in a material mannerF▇▇▇▇▇); (iiiH) any Any indenture, mortgage, loan, guarantee or credit Contract under which F▇▇▇▇▇ or any Subsidiary of F▇▇▇▇▇ has outstanding indebtedness or any outstanding note, debenturebond, indenture, security agreement, guaranty, pledge indenture or other agreement or instrument evidencing evidence of indebtedness for borrowed money or any guarantee of such indebtedness of the Company otherwise or any guaranteed indebtedness for money borrowed by others, in each case, for or guaranteeing an amount in excess of its Subsidiaries $2,500,000; (I) Any Contract under which F▇▇▇▇▇ or any Subsidiary of F▇▇▇▇▇ is (1) a lessee of real property, (2) a lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third Person, (3) a lessor of real property, or (4) a lessor of any tangible personal property owned by F▇▇▇▇▇ or any Subsidiary of F▇▇▇▇▇, in each case which requires annual payments in excess of $1,000,000; (J) Any Contract (other than purchase or sale orders in the ordinary course of business that are terminable or cancelable without penalty on 90 days’ notice or less) under which F▇▇▇▇▇ or any Subsidiary of F▇▇▇▇▇ is a purchaser or supplier of goods and services which, pursuant to the terms thereof, requires payments by F▇▇▇▇▇ or any Subsidiary of F▇▇▇▇▇ in excess of $1,000,000 per annum; (K) Any material Contract (including guarantees) between F▇▇▇▇▇ or any wholly-owned Subsidiary of F▇▇▇▇▇ and another Subsidiary of F▇▇▇▇▇ that is not wholly-owned by F▇▇▇▇▇; (L) Any Contract which requires payments by F▇▇▇▇▇ or any Subsidiary of F▇▇▇▇▇ in excess of $1,000,000 per annum containing “change of control” or similar provisions; (M) Any Contract entered into on or after January 1, 2001 relating to the acquisition or disposition of any business or any assets (whether by merger, sale of stock or assets or otherwise), in an amount in excess of $25 million5,000,000 (all of which Contracts have been made available to Apogent prior to the date hereof in the data room maintained by F▇▇▇▇▇’▇ counsel in connection with the transactions contemplated hereby); (ivN) Any Contract (other than Contracts of the type described in subclauses (A) through (M) above) that involves aggregate payments by or to F▇▇▇▇▇ or any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control Subsidiary of any joint venture, partnership or limited liability companyF▇▇▇▇▇ in excess of $1,000,000 per annum, other than any such Contract solely between purchase or sales orders or other Contracts entered into in the Company and its Subsidiaries ordinary course of business consistent with past practice that are terminable or among the Company’s Subsidiaries;cancelable without penalty on 90 days’ notice or less; and (vO) any Any Contract expressly limiting the termination or restricting breach of which, or the ability of the Company or any of its Subsidiaries failure to make distributions or declare or pay dividends obtain consent in respect of their capital stockof, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could would reasonably be expected to result in payments after have a Material Adverse Effect on F▇▇▇▇▇ and its Subsidiaries, taken as a whole. (ii) Schedule. Section 3.2(q)(ii) of the F▇▇▇▇▇ Disclosure Schedule sets forth a list of all F▇▇▇▇▇ Material Contracts as of the date hereof by hereof. With respect to the Company Contracts described in (i) Section 3.2(q)(i)(D), (F), (I), (J), (L) and (N) of this Agreement, Section 3.2(q)(ii) of the F▇▇▇▇▇ Disclosure Schedule sets forth only Contracts which require payments, or any in the case of its Subsidiaries clause (D) involve obligations, in excess of $25 million; and 2,500,000 and (viiii) Section 3.2(q)(i)(N) of this Agreement, Section 3.2(q)(ii) of the F▇▇▇▇▇ Disclosure Schedule sets forth only Contracts involving payments to F▇▇▇▇▇, or any material lease or sublease with respect to a Company Leased Real PropertySubsidiary of F▇▇▇▇▇, in excess of $10,000,000.