Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Schedule 3.12(a) sets forth a true, correct and complete list of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territory.

Material Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule 3.12(acontains a listing of all Contracts described in clauses (i) sets through (xiii) below to which, as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth a trueon Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete list copies of the following Contractual Obligations Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (including every written amendment, modification i) any Contract relating to Indebtedness for borrowed money of the Company or supplement its Subsidiaries or to the foregoing placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material amendmentCompany Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), modification or supplement under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the foregoing Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that is binding imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) to which any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is a party: not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) any Contractual Obligation that Each Material Contract is a “material contract” valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (as such term is defined in Item 601(b)(10) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of Regulation S-K creditors’ rights and subject to general principles of the Commissionequity), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written orand, to the knowledge Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of the Companytime or both) would result in a material breach of, oral) received or default under, any Material Contract by the Company or its Subsidiaries from any party or, to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a)the Company’s Knowledge, the counterparties thereto. The Company has delivered or made available true, correct to Parent true and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All Material Contracts in effect as of the Material Contracts date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, ancillary to the knowledge main contractual relationship between the parties to a particular Contract or group of the CompanyContracts and that, no other party to in each case, do not contain any of its Contractual Obligations is in material default executory or breach thereunder (and no event has occurred which with the passage of time continuing terms, conditions, obligations or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunderrights). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territory.

Material Contracts. (a) Schedule 3.12(a) sets forth a trueExcept for this Agreement, correct and complete list Section 5.19 of the following Contractual Obligations WTW Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 5.19(a) under which WTW or any WTW Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement (all Contracts of the type described in this Section 5.19(a) being referred to herein as the “WTW Material Contracts”): (i) any partnership, joint venture, strategic alliance or collaboration Contract which is material to WTW and its Subsidiaries, taken as a whole; (ii) any Contract that (A) purports to materially limit (1) the material lines of business of WTW and its Subsidiaries (or, after the Effective Time, Aon and its Subsidiaries) or (2) the geographic area in which any of them may so engage in such business or (B) would require the disposition of any material assets or material line of business of WTW and its Subsidiaries (or, after the Effective Time, Aon and its Subsidiaries taken as a whole) as a result of the consummation of the Transactions; (iii) each acquisition or divestiture Contract or licensing agreement that contains representations, covenants, indemnities or other obligations (including every written amendment“earn-out” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $50 million in the twelve (12) month period following the date hereof; (iv) each Contract relating to outstanding Indebtedness of WTW or its Subsidiaries for borrowed money or any financial guaranty thereof (whether incurred, modification assumed, guaranteed or supplement secured by any asset) in an amount in excess of $50 million other than (A) Contracts solely among WTW and any wholly-owned WTW Subsidiary or a guarantee by WTW or any WTW Subsidiary of a WTW Subsidiary, (B) financial guarantees entered into in the ordinary course of business consistent with past practice not exceeding $50 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 foregoing extent not drawn upon), and (C) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the WTW SEC Documents; (v) each Contract (other than a WTW Benefit Plan) between WTW, on the one hand, and any officer, director or Affiliate (other than a wholly-owned WTW Subsidiary) of WTW 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 (other than a WTW Benefit Plan) pursuant to which WTW has an obligation to indemnify such officer, director, Affiliate or family member; (vi) any Contract (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $25 million annually or in the aggregate) under which WTW or any WTW Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights of a third party, which Contract is material amendmentto WTW and WTW Subsidiaries, modification taken as a whole; (vii) any Contract (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $25 million annually or supplement in the aggregate) under which WTW or any WTW Subsidiary has granted to the foregoing that a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights (including any development thereof), which Contract is binding on the Company material to WTW and WTW Subsidiaries, taken as a whole; (viii) any shareholders, investors rights, registration rights or similar agreement or arrangement of WTW or any of its Significant Subsidiaries) to which the Company or any of its Subsidiaries is a party: ; (iix) any Contractual Obligation Contract that is relates to any swap, forward, futures, or other similar derivative transaction for hedging purposes with a notional value in excess of $100 million; (x) any material collective bargaining agreement or other material Contract with any labor union; (xi) any Contract involving the settlement of any action or threatened action (or series of related actions) which will (A) involve payments after the date hereof of consideration in excess of $25 million or (B) impose material monitoring or reporting obligations to any other Person outside the ordinary course of business; and (xii) any Contract not otherwise described in any other subsection of this Section 5.19(a) that would be required to be filed by WTW as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the CommissionSEC), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All Neither WTW nor any WTW Subsidiary is in breach of or default under the terms of any WTW Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect. To the knowledge of WTW, as of the date hereof, no other party to any WTW Material Contracts are validContract is in breach of or default under the terms of any WTW Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect, each WTW Material Contract is a valid and binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company obligation of WTW or WTW Subsidiary which is not in material default or breach under any of its Contractual Obligations or organizational documents party thereto and, to the knowledge of the CompanyWTW, no of each other party to any of its Contractual Obligations thereto, and is in material default full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or breach thereunder other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and no event has occurred which with the passage injunctive and other forms of time or the giving of notice or both would result in a material default or breach by the Company or, equitable relief may be subject to equitable defenses and to the knowledge discretion of the Company, by court before which any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryproceeding therefor may be brought.

Material Contracts. (a) Schedule 3.12(a) 4.20 of the Company Disclosure Letter, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true, correct true and complete list list, as of the following Contractual Obligations (including every written amendmentdate of this Agreement, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: of: (i) any Contractual Obligation that is a 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 Commission), its Subsidiaries is a party; (ii) Contractual Obligations each Contract that collectively represent provides for the top 5 agreements (based on cost) acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with content licensors for respect to which the Company reasonably expects that the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) will make or receive payments in any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal calendar year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable 20,000,000 or aggregate payments in excess of $30,000,000, in each case other than (A) any Contract providing for the purchase or sale by the Company or any of its Subsidiaries of Hydrocarbons, or related to Hydrocarbons, produced water or freshwater or Contracts for gathering, processing, transportation, treating, storage, blending or similar midstream services (each, a “Company Marketing Contract”), or (B) master services agreements and similar agreements; (iii) each Contract (other than agreements solely between or among the Company and its Subsidiaries) (A) evidencing Indebtedness of the Company or any of its Subsidiaries or (B) that creates a capitalized lease obligation of the Company or any of its Subsidiaries, in each case with an aggregate principal amount in excess of $20,000,000; (iv) each Contract to which the Company or any Subsidiary of the Company is a party that (A) requires the Company or any Subsidiary of the Company to conduct any business on a “most favored nations” basis with any third party or (B) provides for “exclusivity” or any similar requirement in favor of any third party, except in the case of each of clauses (A) and (B), for such restrictions, requirements and provisions that are not material to the Company and its Subsidiaries or that relate to acreage dedications; (v) each Contract that (A) purports to limit in any material respect either the type of business in which the Company or any of its Subsidiaries (or, after the Initial Company Merger Effective Time, Parent or its Subsidiaries) may engage or the 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) or (B) could require the disposition of any material assets or line of business of the Company or any of its Subsidiaries (or, after the Initial Company Merger Effective Time, Parent or its Subsidiaries); (vi) each Contract for any Derivative Transaction; (vii) any Company Marketing Contract which is not terminable without any financial penalty or other penalty on 90-payment upon 90 days’ or less noticenotice and (A) that would reasonably be expected to involve payments in excess of $10,000,000 in any calendar year, (vB) that contains acreage dedications other than wellbore-only dedications or (C) that contains minimum volume commitments or capacity reservation fees that would reasonably be expected to involve payments, taken as a whole, of more than $1,000,000 in any calendar year; (viii) any Lease acquisition or divestiture Contract that contains “earn out” or other similar contingent payment obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Report), that would reasonably be expected to result in annual payments by or to the Company or any of its Subsidiaries in excess of $5,000,000; (ix) each Contract for lease of personal property or real property (other than Oil and Gas Properties and Contracts related to drilling rigs) involving payments in excess of $5,000,000 in any calendar year that are not terminable without penalty or other liability to the Company (vi) other than any other Contractual Obligation ongoing obligation pursuant to such Contract that is material not caused by any such termination) within ninety (90) days; (x) each Contract that would reasonably be expected to require the disposition of any assets or line of business of the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses or, after the Initial Company Merger Effective Time, Parent or its Subsidiaries) for which the aggregate consideration (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify or the date fair market value of such contract and consideration, if non-cash) exceeds $5,000,000; (xi) each Contract involving the pending acquisition or sale of (or option to purchase or sell) any communications (written or, to the knowledge of the Company, oral) received by assets or properties of the Company or its Subsidiaries from (including any party to Oil and Gas Properties but excluding purchases and sales of Hydrocarbons), taken as a whole, for which the aggregate consideration (or the fair market value of such contract consideration, if non-cash) exceeds $5,000,000; (xii) each material joint venture agreement, other than any customary joint operating agreements or on behalf unit agreements affecting the Oil and Gas Properties of the Company or that are exclusively among (a) the Company and any of its wholly owned Subsidiaries or (b) Heat OpCo and any of its wholly owned Subsidiaries; (xiii) each agreement for the employment or engagement of any such party that such party intends to cancelcurrent or former employee, terminateofficer, seek re-bidding director or other individual service provider of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available trueany Subsidiary thereof that (A) provides for (1) annual compensation that could exceed $150,000; (2) payment of any severance benefits; or (3) any change in control, correct and complete copies retention or other payments that would be triggered solely by the consummation of all such Contractual Obligations the Transactions contemplated hereunder; or (B) cannot be terminated upon thirty (30) days’ notice or less without further payment, liability or obligation; (xiv) each Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to counsel which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement; (xv) each Contract relating to Purchasera Company Related Party Transaction; and (xvi) each joint development agreement, exploration agreement, participation, farmout, farmin or similar Contract, excluding joint operating agreements, that would reasonably be expected to require the Company or any of its Subsidiaries to make expenditures in excess of $20,000,000 in any one calendar year period. (b) All Collectively, the Contracts described in Section 4.20(a) are herein referred to as the “Company Contracts,” including, for the avoidance of doubt, any Company Marketing Contract responsive under Section 4.20(a)(vii). A complete and correct copy of each of the Company Contracts (other than the Company Marketing Contracts) 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 Contracts are Adverse Effect, each Company Contract is legal, valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective its terms in all material respects, subject to Equitable Principles. The on the Company is not in material default or breach under any and each of its Contractual Obligations or organizational documents Subsidiaries that is a party thereto and, to the knowledge of the Company, no 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 of its Contractual Obligations is such Company Contract in material breach or default or breach thereunder (thereunder, and no event has occurred which that with the passage lapse of time or the giving of notice or both would result in constitute a material default or breach thereunder by the Company or its Subsidiaries, or, to the knowledge of the Company, by any other party thereunder)thereto. Except as set forth on Schedule 3.12(b)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 is a has received any written notice of the intention of any other party to any non-competition agreement Company Contract to terminate for default, convenience or otherwise any other agreement Company Contract, nor to the knowledge of the Company, is any such party threatening to do so, in each case except as has not had or obligation that materially limits would not reasonably be expected to have, individually or will materially limit in the aggregate, a Company or any of its Subsidiaries from engaging in any line of business in any territoryMaterial Adverse Effect.

Material Contracts. (a) Schedule 3.12(a) sets forth For purposes of this Agreement, a true, correct “Material Contract” shall mean the Company Intellectual Property Agreements and complete list all of the following Contractual Obligations Contracts to and by which the Company or any of its Subsidiaries is a party or is bound: (i) any employment, independent contractor or consulting Contract (in each case, under which the Company has continuing obligations as of the date hereof) with any employee, independent contractor or director of the Company or its Subsidiaries or member of the Company Board other than Contracts with contractors or consultants that can be terminated without material penalty upon notice of ninety (90) days or less or offer letters and employment agreements entered into in the ordinary course of business consistent with past practice with employees, independent contractors or directors who are not officers and are terminable “at will” without the Company or its Subsidiaries incurring any material liability or obligation; (ii) any Contract or plan, including every written amendmentthe Company Stock Plans or any stock purchase plan, modification any of the benefits of which will be increased, or supplement the vesting of benefits of which will be accelerated, 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, except for benefits or value attributable solely to the foregoing increase in the value of the Company Common Stock as a result of any of the transactions contemplated by this Agreement; (iii) any Contract providing for indemnification or any guaranty by or on the part of the Company or any its Subsidiaries (in each case, under which the Company or its Subsidiaries has continuing obligations as of the date hereof), other than (A) any guaranty by the Company of any of its Subsidiary’s obligations or (B) any Contract entered into in connection with the development, distribution, resale, sale, license or provision of any services or hardware or software products of the Company or any of its Subsidiaries or in any inbound license or services agreement, in each case, entered into in the ordinary course of business; (iv) any Contract containing any covenant (A) limiting the right of the Company or any of its Subsidiaries to engage in any line of business, to make use of any material technology owned by the Company or any of its Subsidiaries or Company Intellectual Property or to compete with any Person in any line of business, prohibiting the Company or any of its Subsidiaries (or, after the Closing Date, Parent or the Surviving Corporation or any of their respective Subsidiaries) from engaging in business with any Person or levying a fine, charge or other payment for doing so or otherwise prohibiting or limiting the right of the Company or its Subsidiaries to distribute or offer any products or services or to purchase or otherwise obtain any software components, parts or subassemblies; or (B) granting any exclusive rights to a third party, in each case other than any such Contracts that (x) may be cancelled without material amendment, modification or supplement liability to the foregoing Company or its Subsidiaries upon notice of ninety (90) days or less or (y) are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole; (v) any Contract (A) relating to the disposition or acquisition by the Company or any of its Subsidiaries after the date of this Agreement of a material amount of assets other than in the ordinary course of business or (B) pursuant to which the Company or any of its Subsidiaries will acquire any material ownership interest in any other Person or other business enterprise other than the Company’s Subsidiaries; (vi) Contracts, if any, for (A) the top ten (10) distributors for each of the past four (4) complete calendar quarters (as measured by unaudited quarterly bookings identified in the Company’s sales force automation tools), (B) the top fifteen (15) reseller for each of the past four (4) complete calendar quarters (as measured by unaudited quarterly bookings identified in the Company’s sales force automation tools), and (C) the top ten (10) direct customers for the past four (4) complete calendar quarters (as measured by unaudited quarterly bookings identified in the Company’s sales force automation tools), in each case excluding quotes and purchase orders with such distributors, resellers, and customers; (vii) any Contract providing for the development by any third party of any material Company Intellectual Property for or on behalf of the Company or its Subsidiaries, and which may not be canceled without material liability to the Company or its Subsidiaries upon notice of one hundred eighty (180) days or less; (viii) containing any obligation to provide support or maintenance for the Company Products outside of the ordinary course of business consistent with past practice, other than those Contracts obligations that are terminable by the Company or any of its Subsidiaries on no more than ninety (90) days notice without material liability or financial obligation to the Company or its Subsidiaries; (ix) any Contract authorizing another Person to provide support or maintenance to the Company’s customers on behalf of the Company, or any of its Subsidiaries, other than Contracts with distributors or resellers that are obligated to provide such support or maintenance; (x) any Contract with any third party to manufacture or reproduce any Company Products or any Contract to sell or distribute any Company Products, other than Contracts with customers, distributors, resellers or sales representatives entered into in the ordinary course of business; (xi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, other than accounts receivables and payables in the ordinary course of business consistent with past practice; (xii) any settlement Contract, other than (A) releases immaterial in nature or amount entered into with former employees or independent contractors of the Company in the ordinary course of business or (B) settlement agreements for cash only (which has been paid or is binding reserved for on the Balance Sheet) and does not exceed $200,000 as to such settlement; (xiii) any Contract which grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or any of its Subsidiaries; (xiv) any Contract which limits the payment of dividends by the Company or any of its Subsidiaries; (xv) any Contract which relates to a joint venture, partnership, limited liability company agreement, revenue sharing or other similar agreement requiring the sharing of revenues or joint venture; (xvi) any Contract which relates to an acquisition, divestiture, merger or similar transaction and which contains any material obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (xvii) any Collective Bargaining Agreement or similar Contract; (xviii) any Contract pursuant to which the Company or any of its Subsidiaries is bound to or has committed to provide any product or service to any third party on a party: most favored nation (MFN) basis or similar pricing basis; (xix) any Contract entered into directly between the Company or any of its Subsidiaries, on the one hand, and a United States federal Governmental Authority, on the other hand, pursuant to which the Company or any of its Subsidiaries provided or provides any Company Products to such United States federal Governmental Authority, other than sales of Company Products to United States federal Governmental Authorities pursuant to purchase orders without any further written agreement; (xx) any other Contract that provides for payment obligations by the Company or any of its Subsidiaries of $1,000,000 or more in any individual fiscal year that is not terminable by the Company or its Subsidiaries upon notice of ninety (90) days or less without material liability to the Company or its Subsidiary and is not disclosed pursuant to clauses (i) through (xxi) above; and (xxi) any Contractual Obligation other Contract not listed in Section 4.13(a)(i)-(xx) above that is would be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on costSEC) with content licensors for respect to the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to PurchaserSubsidiaries. (b) All Section 4.13 of the Company Disclosure Schedule contains a complete and accurate list, as of the date hereof, of all Material Contracts are valid, Contracts. (c) Each Material Contract is valid and binding on the Company (and/or each such Subsidiary of the Company party thereto) and is in full force and effect in all material respects effect, and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party thereto, nor, to any non-competition agreement or the Knowledge of the Company, any other agreement party thereto, is in breach of, or obligation default under, any such Material Contract, and no event has occurred that materially limits with notice or will materially limit lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries from engaging Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except for such failures to be in any line of business full force and effect and such breaches and defaults that would not, individually or in any territorythe aggregate, have a Material Adverse Effect on the Company.

Material Contracts. (a) Schedule 3.12(a) sets forth a true3.24 delivered to HNWC by AMCON prior to the execution of this Agreement lists all material contracts and agreements to which, correct and complete list as of the following Contractual Obligations (including every written amendmentdate hereof, modification AMCON or supplement any AMCON Subsidiary is a party or by which AMCON or any AMCON Subsidiary is bound or under which AMCON or any AMCON Subsidiary has or may acquire any rights, which were not filed prior to the foregoing date hereof as exhibits to AMCON SEC Documents, which involve or other material amendment, modification or supplement relate to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: (i) obligations of AMCON or any Contractual Obligation that is a “material contract” (as AMCON Subsidiary for borrowed money or other indebtedness where the amount of such term is defined in Item 601(b)(10) of Regulation S-K of the Commission)obligations exceeds $6,000,000 individually, (ii) Contractual Obligations the lease by AMCON or any AMCON Subsidiary, as lessee or lessor, of real property for rent of more than $6,000,000 per annum, (iii) the purchase or sale of goods (other than raw material to be purchased by AMCON on terms that collectively represent are customary and consistent with the top 5 agreements past practice of AMCON and in amounts and at prices substantially consistent with past practices of AMCON) or services with an aggregate minimum purchase price of more than $6,000,000 per annum, (based on costiv) with content licensors rights to manufacture and/or distribute any product which accounted for more than $45,000,000 of the Company consolidated revenues of AMCON and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company ended September 30, 2000 or under which AMCON or any Company AMCON Subsidiary received or paid license or other fees in excess of $200,000 and is not otherwise cancelable by the Company or 1,000,000 during any of its Subsidiaries without any financial or other penalty on 90-days’ or less noticeyear, (v) any Lease for real property the purchase or sale of assets or properties not in the ordinary course of business having a purchase price in excess of $6,000,000, (vi) the right (whether or not currently exercisable) to use, license (including any "in-license" or "outlicense"), sublicense or otherwise exploit any intellectual property right or other proprietary asset of AMCON or of any of Subsidiary of AMCON or any other Contractual Obligation that Person which, is material to AMCON; (vii) any material collaboration or joint venture or similar arrangement; (viii) the Company restriction on the right or its Subsidiaries ability of AMCON or any Subsidiary of AMCON (each Contractual Obligation referenced above in clauses A) to compete with any other Person, (iB) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and acquire any communications (written or, to the knowledge of the Company, oral) received by the Company product or its Subsidiaries other asset or any services from any party other Person, (C) to solicit, hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person; (ix) any currency hedging; or (x) individual capital expenditures or commitments in excess of $6,000,000. All such contract contracts and agreements are duly and validly executed by AMCON or on behalf of any such party that such party intends to cancelAMCON Subsidiary, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects. Neither AMCON nor any of its Subsidiaries has violated or breached, or committed any default under, any contract or agreement, and, to the knowledge of AMCON, no other Person has violated or breached, or committed any default under, any contract or agreement, which violation, breach or default (alone or in combination with other violations, breaches or defaults under such contract or agreement or under other contracts or agreements) has had or may reasonably be expected to have an AMCON Material Adverse Effect. No event has occurred which, after notice or the passage of time or both, would constitute a default by AMCON or any Subsidiary of AMCON under any contract or agreement or give any Person the right to (A) declare a default or exercise any remedy under any contract or agreement, (B) receive or require a rebate, chargeback, penalty or change in delivery schedule under any contract or agreement, (C) accelerate the maturity or performance of any contract or agreement, or (D) cancel, terminate or modify any contract or agreement, in each case which, together with all other events of the types referred to in clauses (A), (B), (C) and (D) of this sentence has had or may reasonably be expected to have an AMCON Material Adverse Effect. All such contracts and agreements will continue, after the Effective Time, to be binding in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryuntil their respective expiration dates.

Material Contracts. (a) Schedule 3.12(aSection 3.14(a) sets forth a true, correct and complete list of the Seller Disclosure Schedule lists the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any types of its Subsidiaries) contracts and agreements to which the Company Seller, any Company, any Subsidiary or any of its Subsidiaries Group Company is a party: party and that relate primarily to the Business (such contracts and agreements as are required to be set forth in Section 3.14(a) of the Seller Disclosure Schedule and the Company IP Agreements being the “Material Seller Contracts”): (i) any Contractual Obligation that is a each “material contract” (as such term is defined used in Item 601(b)(10) of Regulation SForm 20-K F of the Commission)SEC) relating to the Companies, the Subsidiaries, the Group Companies, or the Business, or any such contract to which any Company, any Subsidiary or any Group Company is a party; (ii) Contractual Obligations that collectively represent all contracts and agreements pursuant to which control is exercised by the top 5 agreements (based on cost) with content licensors for Seller, the Company and its Companies or the Subsidiaries during the over any Group Company’s last fiscal year, ; (iii) Contractual Obligations that collectively represent all contracts and agreements between any Company, any Subsidiary or any Group Company, on the top 5 agreements one hand, and the Seller or any of its Affiliates (based other than any Company, any Subsidiary or any Group Company), on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, other hand; (iv) all contracts and agreements that limit, or purport to limit, the ability of any Contractual Obligation Company, any Subsidiary or any Group Company to compete or engage in any line of business or with any person or entity or in any geographic area or during any period of time; (v) all contracts and agreements providing for an interest rate, currency or commodity swap, derivative, hedge, forward purchase or sale or other than a Contractual Obligation described transaction similar in one of the other provisions of this Section 3.12(a) without regard nature or effect to any threshold contained thereinoff-balance sheet financing; (vi) that involves annual all contracts and agreements for capital expenditures during or the Company’s last fiscal year by the Company acquisition or any Company Subsidiary construction of fixed assets which requires aggregate future payments in excess of $200,000 500,000 other than contracts and is not otherwise cancelable agreements for which the payments to be made thereunder are currently accounted for in Seller’s capital budget; (vii) all joint venture contracts, partnership arrangements or other agreements outside the ordinary course of business involving a sharing of profits, losses, costs or liabilities by the Company Company, any Subsidiary or any Group Company with any third party; (viii) all contracts and agreements for pending acquisitions of its Subsidiaries without capital stock or assets of another Person (whether by merger or stock or asset purchase); (ix) all contracts and agreements (including any financial so-called take or other penalty on 90-days’ pay or less noticekeep well agreements) under which any Company, any Subsidiary, or any Group Company has directly or indirectly guaranteed or otherwise agreed to be responsible for Indebtedness, Liabilities or obligations of another Person; (vx) any Lease for real property contract or agreement (vi) any other Contractual Obligation that is material to than contracts of the Company or its Subsidiaries (each Contractual Obligation referenced above type described in clauses subclauses (i) through (viix) individuallyabove) that involves aggregate future payments by or to any Company, any Subsidiary, or any Group Company in excess of $1,000,000 per annum, other than a “Material Contract” purchase or sales order or other contract entered into in the ordinary course of business consistent with past practice; and (xi) all other contracts and collectivelyagreements that relate primarily to the Business and are material to the Companies, “Material Contracts”); provided thatthe Subsidiaries and the Group Companies, with respect to Company Material Contracts described abovetaken as a whole, such list shall identify or the date absence of such contract and any communications (written orwhich could reasonably be expected, individually or in the aggregate, to have a Seller Material Adverse Effect. (b) Except as could not reasonably be expected, individually or in the knowledge aggregate, to have a Seller Material Adverse Effect: (i) each Material Seller Contract is a legal, valid and binding agreement; (ii) none of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a)Seller, the Company Companies, the Subsidiaries or the Group Companies has delivered received any written claim of material default under any Material Seller Contract and none of the Seller, the Companies, the Subsidiaries or the Group Companies is in material breach or violation of, or material default under, any Material Seller Contract; (iii) to the Seller’s Knowledge, no other party is in material breach or violation of, or material default under, any Material Seller Contract; and (iv) neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall constitute a default under, give rise to modification, acceleration, or cancellation rights under, or otherwise adversely affect any of the rights of the Companies, the Subsidiaries or the Group Companies under any Material Seller Contract. The Seller has furnished or made available true, correct to the Purchaser true and complete copies of all such Contractual Obligations to counsel to PurchaserMaterial Seller Contracts, including any amendments thereto. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territory.

Material Contracts. (a) Schedule 3.12(a) 4.19 of the Company Disclosure Letter, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true, correct true and complete list list, as of the following Contractual Obligations (including every written amendmentdate of this Agreement, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: of: (i) any Contractual Obligation that is a each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the CommissionExchange Act), ; (ii) Contractual Obligations each Contract that collectively represent provides for the top 5 agreements acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties (based on costother than Oil and Gas Properties) with content licensors for respect to which the Company reasonably expects that the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves will make annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary payments in excess of $200,000 and is not otherwise cancelable 100,000 or aggregate payments in excess of $1,000,000; (iii) each Contract (A) for Indebtedness or the deferred purchase price of property by the Company or any of its Subsidiaries without (whether incurred, assumed, guaranteed or secured by any financial asset) or (B) that creates a capitalized lease obligation, except, in the cases of clauses (A) and (B) with an aggregate principal amount not in excess of $200,000, and other penalty than agreements solely between or among the Company and its Subsidiaries; (iv) each Contract to which the Company or any Subsidiary of the Company is a party that (A) restricts the ability of the Company or any Subsidiary of the Company to compete in any business or with any Person in any geographical area, (B) requires the Company or any Subsidiary of the Company to conduct any business on 90-days’ a “most favored nations” basis with any third party or less notice(C) provides for “exclusivity” or any similar requirement in favor of any third party, except in the case of each of clauses (A), (B) and (C) for such restrictions, requirements and provisions that are not material to the Company and its Subsidiaries; (v) any Lease Contract providing for real property the purchase or sale by the Company or any of its Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than sixty (60) days and does not allow the Company or such Subsidiary to terminate it without penalty on sixty (60) days’ notice or less, (B) contains a minimum throughput commitment, minimum volume commitment, “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time or (C) contains acreage dedication, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead that, in each case, cover, guaranty, dedicate or commit (I) more than 1,000 net acres or (II) volumes in excess of 10,000 MMcf of gas or 2,000 boe of liquid Hydrocarbons on a monthly basis (calculated on a yearly average basis); (vi) any acquisition or divestiture Contract that contains “earn out” or other Contractual Obligation similar contingent payment obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Report), that would reasonably be expected to result in annual payments in excess of $100,000; (vii) each Contract for lease of personal property or real property (other than Oil and Gas Properties) involving payments in excess of $100,000 in any calendar year or aggregate payments in excess of $1,000,000 over the life of the Contract that are not terminable without penalty or other liability to the Company (other than any ongoing obligation pursuant to such Contract that is not caused by any such termination) within sixty (60) days, other than Contracts related to drilling rigs; (viii) each Contract that could require the disposition of any material to assets or line of business of the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, after the Effective Time, Parent or its Subsidiaries); (ix) each Contract involving the pending acquisition or sale of (or option to the knowledge purchase or sell) any material amount of the Company, oral) received by assets or properties of the Company or its Subsidiaries from (including any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(aOil and Gas Properties), taken as a whole, other than Contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business; (x) each ISDA Master Agreement for any Derivative Transaction; (xi) each material partnership, joint venture or limited liability company agreement, other than any customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of the Company; and (xii) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar Contract requiring the Company has delivered or made available trueany of its Subsidiaries to make expenditures from and after January 1, correct 2020 that either (A) would reasonably be expected to be in excess of $1,000,000 in the aggregate, (B) is material to the operation of the Company and complete copies its Subsidiaries, taken as a whole, or (C) contains an area of all such Contractual Obligations mutual interest or any “tag along” or “drag along” (or similar rights) allowing a third party, or requiring the Company or any of its Subsidiaries, to counsel participate in any future transactions with respect to Purchaserany assets or properties of the Company and its Subsidiaries, in each case, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases. (b) All Collectively, the Contracts that are required to be set forth in Section 4.19(a) are herein referred to as the “Company Contracts.” A complete and correct copy of each of the Company Contracts has been made available to Parent. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Contracts are Adverse Effect, each Company Contract is legal, valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective its terms in all material respects, subject to Equitable Principles. The on the Company is not in material default or breach under any and each of its Contractual Obligations or organizational documents Subsidiaries that is a party thereto and, to the knowledge of the Company, no each other 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 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 of its Contractual Obligations is such Company Contract in material breach or default or breach thereunder (thereunder, and no event has occurred which that with the passage lapse of time or the giving of notice or both would result in constitute a material default or breach thereunder by the Company or its Subsidiaries, or, to the knowledge of the Company, by any other party thereunder)thereto. Except as set forth on Schedule 3.12(b)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 is a has received any written notice of the intention of any other party to any non-competition agreement Company Contract to terminate for default, convenience or otherwise any other agreement Company Contract, nor to the knowledge of the Company, is any such party threatening to do so, in each case except as has not had or obligation that materially limits would not reasonably be expected to have, individually or will materially limit in the aggregate, a Company or any of its Subsidiaries from engaging in any line of business in any territoryMaterial Adverse Effect.

Material Contracts. (a) Schedule 3.12(a) sets forth a true, correct and complete list of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors Except for the Company and its Subsidiaries during the Company’s last fiscal year, agreements set forth on Schedule 5.21 (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, the “Material Contracts”); provided that, as of the Closing Date there are no (i) employment agreements covering the management of Borrower, (ii) collective bargaining agreements or other labor agreements covering any employees of Borrower, (iii) agreements for managerial, consulting or similar services to which Borrower is a party or by which it is bound, (iv) agreements regarding Borrower, its assets or operations or any investment therein to which any of its equity holders is a party, (v) patent licenses, trademark licenses, copyright licenses or other lease or license agreements to which Borrower is a party, either as lessor or lessee, or as licensor or licensee (other than widely-available software subject to “shrink-wrap” or “click-through” software licenses), (vi) distribution, marketing or supply agreements to which Borrower is a party, (vii) customer agreements to which Borrower is a party (in each case with respect to any agreement of the type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payment of more than $250,000 in any year), (viii) partnership agreements pursuant to which Borrower is a partner, limited liability company agreements pursuant to which Borrower is a member or manager, or joint venture agreements to which Borrower is a party, (ix) real estate leases, or (x) any other agreements or instruments to which Borrower is a party, in each case the breach, nonperformance or cancellation of which, would reasonably be expected to have a Material Adverse Effect. Schedule 5.21 sets forth, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, each real estate lease agreement to the knowledge which Borrower is a party as of the CompanyClosing Date, oral) received the address of the subject property. The consummation of the transactions contemplated by the Company or its Subsidiaries from Loan Documents will not give rise to a right of termination in favor of any party to such contract any Material Contract (other than Borrower) which would reasonably be expected to have, either individually or on behalf of any such party that such party intends to cancelin the aggregate, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchasera Material Adverse Effect. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territory.

Material Contracts. (a) Schedule 3.12(a) 5.19 of the Parent Disclosure Letter sets forth a true, correct true and complete list (other than the Parent Marketing Contracts), as of the following Contractual Obligations date of this Agreement, of: (including every written amendment, modification i) any Contract that is still in force or supplement in respect of which Parent or any of its Subsidiaries remains bound and which has been or would be required by Canadian Securities Laws or pursuant to the foregoing Exchange Act to be filed by Parent with the Canadian Securities Regulators or with the SEC; (ii) each Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with respect to which Parent reasonably expects that Parent and its Subsidiaries will make payments in any calendar year in excess of $3,500,000 or aggregate payments in excess of $25,000,000, in each case other material amendmentthan (A) any Contract providing for the purchase or sale by Parent or any of its Subsidiaries of Hydrocarbons, modification or supplement related to the foregoing Hydrocarbons or produced water or freshwater or Contracts for gathering, processing, transportation, treating, storage, blending or similar midstream services (each, a “Parent Marketing Contract”) or (B) master services agreements and similar agreements; (iii) each Contract (other than agreements solely between or among Parent and its Subsidiaries) (A) evidencing Indebtedness of Parent or any of its Subsidiaries or (B) that is binding on the Company creates a capitalized lease obligation of Parent or any of its Subsidiaries, in each case with an aggregate principal amount in excess of $5,000,000; (iv) each Contract to which the Company or any Subsidiary of its Subsidiaries Parent is a party: party that (iA) restricts the ability of Parent or any Contractual Obligation that is Subsidiary of Parent to compete in any business or with any Person in any geographical area, (B) requires Parent or any Subsidiary of Parent to conduct any business on a “material contractmost favored nations” basis with any third party or (as such term is defined C) provides for “exclusivity” or any similar requirement in Item 601(b)(10) favor of Regulation S-K any third party, except in the case of the Commissioneach of clauses (A), (iiB) Contractual Obligations and (C), for such restrictions, requirements and provisions that collectively represent the top 5 agreements (based on cost) with content licensors for the Company are not material to Parent and its Subsidiaries during the Company’s last fiscal year, or that relate to acreage dedications; (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (ivv) any Contractual Obligation (other Parent Marketing Contract that has a remaining term of greater than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) 30 days and does not allow Parent to terminate it without regard penalty to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company Parent or any of its Subsidiaries without any financial withing 30 days (A) which would reasonably be expected to involve volumes in excess of 7,500 barrels of Hydrocarbons per day or other penalty 25 MMcf of gas per day (in each case, calculated on 90-days’ a yearly average basis) or less notice, (vB) any Lease for real property or that contains acreage dedications of more than 15,000 acres; (vi) any acquisition or divestiture Contract that contains “earn out” or other Contractual Obligation similar contingent payment obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of Parent set forth in the Parent Reserve Report), that is material would reasonably be expected to the Company result in annual payments by or to Parent or any of its Subsidiaries in excess of $2,500,000; (vii) each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received Parent Real Property Lease requiring payments by the Company or its Subsidiaries from in excess of $1,000,000 in any party calendar year; (viii) each Contract for lease of personal property or real property (other than the Parent Real Property Leases and Oil and Gas Properties and Contracts related to drilling rigs) involving payments in excess of $5,000,000 in any calendar year that are not terminable without penalty or other liability to Parent (other than any ongoing obligation pursuant to such contract or on behalf Contract that is not caused by any such termination) within sixty (60) days; (ix) each Contract that would reasonably be expected to require the disposition of any assets or line of business of Parent or its Subsidiaries for which the aggregate consideration (or the fair market value of such party that such party intends consideration, if non-cash) exceeds $5,000,000; (x) each Contract involving the pending acquisition or sale of (or option to cancel, terminate, seek re-bidding purchase or sell) any of the assets or fail to renew such contract. Except as set forth on Schedule 3.12(aproperties of Parent or its Subsidiaries (including any Oil and Gas Properties but excluding purchases and sales of Hydrocarbons), taken as a whole, for which the Company has delivered aggregate consideration (or made available truethe fair market value of such consideration, correct if non-cash) exceeds $5,000,000; (xi) each joint venture, other than any customary joint operating agreements or unit agreements affecting the Oil and complete copies Gas Properties of all such Contractual Obligations Parent or that are exclusively among Parent and its wholly owned Subsidiaries; (xii) each Contract relating to counsel a Parent Related Party Transaction; and (xiii) each joint development agreement, exploration agreement, participation, farmout, farmin or similar Contract, excluding joint operating agreements, that would reasonably be expected to Purchaser(A) require Parent or any of its Subsidiaries to make expenditures in excess of $10,000,000 in any one calendar year period or (B) generate net production in excess of 5,000 Boe per day during the calendar year ended December 31, 2023 (calculated on a yearly average basis). (b) All Collectively, the Contracts described in Section 5.19(a) are herein referred to as the “Parent Contracts,” including, for the avoidance of doubt, any Parent Marketing Contract responsive under Section 5.19(a)(v). A complete and correct copy of each of the Parent Contracts (other than the Parent Marketing Contracts) has been made available to the Company. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Contracts are Adverse Effect, each Parent Contract is legal, valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective its terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any on Parent and each of its Contractual Obligations or organizational documents Subsidiaries that is a party thereto and, to the knowledge of Parent, 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 Companyaggregate, no a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries is in breach or default under any Parent Contract nor, to the knowledge of Parent, is any other party to any of its Contractual Obligations is such Parent Contract in material breach or default or breach thereunder (thereunder, and no event has occurred which that with the passage lapse of time or the giving of notice or both would result in constitute a material default thereunder by Parent or breach by the Company its Subsidiaries, or, to the knowledge of the CompanyParent, by any other party thereunder)thereto. Except as set forth on Schedule 3.12(b)There are no disputes pending or, to the knowledge of Parent, threatened with respect to any Parent Contract and neither the Company Parent nor any of its Subsidiaries is a has received any written notice of the intention of any other party to any non-competition agreement Parent Contract to terminate for default, convenience or otherwise any other agreement Parent Contract, nor to the knowledge of Parent, is any such party threatening to do so, in each case except as has not had or obligation that materially limits would not reasonably be expected to have, individually or will materially limit in the Company or any of its Subsidiaries from engaging in any line of business in any territoryaggregate, a Parent Material Adverse Effect.

Material Contracts. (a) Schedule 3.12(aExcept for this Agreement, Section 4.17(a) sets forth a true, correct and complete list of the following Contractual Obligations (including every written amendmentCompany Disclosure Letter contains a complete and correct list, modification or supplement to as of the foregoing or other material amendmentdate hereof, modification or supplement to the foregoing that is binding on of each Contract described in this Section 4.17(a) under which the Company or any of its SubsidiariesCompany Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company or any of its Subsidiaries Company Subsidiary is a party: party or to which any of their respective properties or assets is subject, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each Contract (other than Company Leases) that limits in any Contractual Obligation material respect 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 or that otherwise has the effect of restricting in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material partnership, strategic alliance, joint venture, collaboration 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 $1,000,000; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that contains any minimum purchase commitments in excess of $2,000,000 annually; (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 goods or products) after the date hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract with a Governmental Entity, other than those relating to Taxes; (vii) 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, any settlement or similar Contract restricting in any 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); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) 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 per annum; (x) except where the exercise of any such right or imposition of such limitation 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, 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 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; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or between wholly owned Company Subsidiaries; (xiv) each Contract pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries for generally available Software or information technology services on substantially standardized terms, and (B) Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) 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 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 or family member; (xvi) each Contract with a Material Supplier; and (xvii) 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 Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on costSEC) with content licensors for respect to the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation those agreements and arrangements described in one Item 601(b)(10)(iii) of Regulation S-K of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”SEC); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All True and complete copies of each Material Contract in effect as of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by 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 accordance with their respective 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 all material respectsthe aggregate, subject to Equitable Principlesa Company Material Adverse Effect. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents andTo the Company’s Knowledge, to the knowledge as of the Companydate hereof, no other party to any of its Contractual Obligations Material Contract is in material breach of or default under the terms of any Material Contract where such breach or breach thereunder (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 no event has occurred which with would not reasonably be expected to have, individually or in the passage aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of time the Company or the giving of notice or both would result in a material default or breach by the Company orSubsidiary which is party thereto and, to the knowledge Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the Company, by date hereof and without any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territorymaterial breach.

Material Contracts. (a) Except as set forth in the SEC Reports filed prior to the date of this Agreement, in Schedule 3.12(a) sets forth a true4.15 or otherwise expressly provided in this Agreement, correct and complete list neither the Company nor any of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: party to or bound by: (i) any Contractual Obligation that is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the CommissionSEC), ; (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors any contract or agreement for the Company and its Subsidiaries during purchase or lease (as lessee) of materials or personal property from any supplier or for the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution furnishing of services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and that involves or is not otherwise cancelable likely to involve future aggregate payments by the Company or any of its the Subsidiaries without of more than (x) $300,000 or (y) $100,000 in any financial year; (iii) any contract or agreement for the sale, license or lease (as lessor) by the Company or any Subsidiary of services, materials, products, supplies or other penalty on 90-days’ assets, owned or less noticeleased by the Company or the Subsidiaries, that involves or is likely to involve future aggregate payments to the Company or any of the Subsidiaries of more than (x) $300,000 or (y) $100,000 in any year (iv) any contract, agreement or instrument relating to or evidencing indebtedness for borrowed money of the Company or any Subsidiary; (v) any Lease for real property non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, the business of the Company or the Subsidiaries may be conducted; (vi) any agreement with any present or former affiliates of the Company; (vii) any partnership, joint venture, strategic alliance or cooperation agreement (or any agreement similar to any of the foregoing); (viii) any voting or other Contractual Obligation that is material agreement governing how any Shares shall be voted; (ix) any agreement with any shareholders of the Company; (x) any agreement with any Managed Provider, including without limitation any such management agreement, employee lease agreement, billing services agreement, option agreement or evidence of indebtedness; or (xi) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement. The foregoing contracts and agreements to which the Company or its Subsidiaries any Subsidiary are parties or are bound are collectively referred to herein as "Company Material Contracts." (b) Each Company Material Contract is valid and binding on the Company (or, to the extent a Subsidiary is a party, such Subsidiary) and is in full force and effect, and the Company and each Contractual Obligation referenced above Subsidiary have performed, in clauses (i) through (vi) individuallyall material respects, a “all obligations required to be performed by them to date under each Company Material Contract” , except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect. The Company has, or has caused to be, made available to Parent or its counsel true and collectively, “Material Contracts”); provided that, with respect to complete copies of the Company Material Contracts described aboverequested by same and any and all ancillary documents pertaining thereto (including, such list shall identify but not limited to, all amendments and waivers). Except as otherwise set forth in Schedule 4.15(b), each Company Material Contract will not cease to be legal, valid, binding, enforceable and in full force and effect on terms identical to those currently in effect as a result of the date consummation of the transactions contemplated by this Agreement (except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general principles of equity), nor will the consummation of such contract and transactions constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or sublease. Except as set forth in Schedule 4.15(b), neither the Company nor any communications Subsidiary knows of, or has given or received notice of, any violation or default under (written ornor, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from does there exist any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred condition which with the passage of time or the giving of notice or both would result in such a material violation or default or breach by under) any Company Material Contract. (c) Except as disclosed in the Company or, SEC Reports filed prior to the knowledge date of the Company, by any other party thereunder). Except this Agreement or in Schedule 4.15 or as set forth on Schedule 3.12(b)expressly provided for in this Agreement, neither the Company nor any of its the Subsidiaries is a party to any non-competition oral or written (i) employment or consulting agreement that cannot be terminated on thirty days' or less notice, (ii) agreement with any officer or other agreement or obligation that materially limits or will materially limit key employee of the Company or any of its the Subsidiaries from engaging in the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any line the Subsidiaries of business in the nature contemplated by this Agreement, the Subscription Agreement or the Voting Agreement, (iii) agreement with respect to any territoryofficer or other key employee of the Company or any of the Subsidiaries providing any term of employment or compensation guarantee or (iv) stock or stock purchase plan (other than the Option Plans), any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, the Subscription Agreement or the Voting Agreement or the value of any of the benefits of which will be calculated on the basis of any of such transactions.

Material Contracts. (a) Section 3.17(a) of the Disclosure Schedule 3.12(a) sets forth a true, complete and correct and complete list list, as of the date of this Agreement, of each of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) Contracts to which the any Company or any of its Subsidiaries is a party: party (such Contracts being “Material Contracts”): (i) any Contractual Obligation that is a “material contract” all Contracts (as such term is defined other than Leases listed in Item 601(b)(10Section 3.14(b) of Regulation Sthe Disclosure Schedule) involving total annual payments by any Company party thereto of more than $2,000,000 within the 12-K month period prior to the last day of the Commission)most recent completed quarterly period, except in each case for those Contracts that are cancelable by a Company without penalty or further payment and for those Contracts that are cancelable by a Company with notice of 90 days or less; (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) all employment Contracts with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves employees whose current annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary salary is in excess of $200,000 100,000 and Contracts with independent contractors or consultants (or similar arrangements) whose current annualized consulting fee is not otherwise in excess of $100,000, except in each case for those Contracts that are cancelable by the a Company without penalty or further payment with notice of 60 days or less; (iii) all Contracts relating to or guaranteeing Indebtedness for borrowed money, or under which any of its Subsidiaries without any financial note, bond indenture, mortgage, security interest or other penalty on 90-days’ evidence of Indebtedness has been issued, in each case having an outstanding principal amount in excess of $2,000,000; (iv) all Contracts that limit or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material purport to limit the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf ability of any such party that such party intends Company to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging compete in any line of business or with any Person or in any territorygeographic area or during any period of time or contain a “most favored nations” provision, in any such case to the extent that such limitation or provision is material to the business of the Companies; (v) all Contracts with any Governmental Authority involving total annual payments in excess of $2,000,000; (vi) the top 20 Contracts with Third-Party Payors entered into by the Companies based on the amount of revenue to the Companies in calendar year 2005; (vii) the top 20 Contracts with submitters of medical and dental-claims transactions entered into by the Companies based on the aggregate number of medical and dental-claims transactions submitted to the Companies during calendar year 2005; (viii) any Contract entered into prior to the date of this Agreement with respect to the acquisition of any Person providing for an earnout obligation of a Company contingent or otherwise, which obligation continues in any respect after the date hereof; (ix) any Contract not described in Section 3.17(a)(viii) which was entered into in the three year period prior to the date of this Agreement with respect to the acquisition of any Person providing for indemnification or other obligation of a Company, contingent or otherwise, which obligation continues in any respect after the date hereof; and (x) all joint venture agreements or partnership agreements (other than contracts entered into in the ordinary course of the business of the Companies).

Material Contracts. (a) Section 5.13 of the Contributor Disclosure Schedule 3.12(a) sets forth provides a true, correct true and complete list of each Contract in one or more of the following Contractual Obligations categories, to which Contributor is party and which relate primarily to (including every written amendmentx) the operation of the Business, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or (y) any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: Contributed Assets (collectively, the “Material Contracts”): (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10All Real Property Leases, Personal Property Leases, Insurance Policies, Contracts required to be listed on Section 5.7(k) of Regulation S-K of the Commission), Contributor Disclosure Schedule and Governmental Approvals; (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors Any Contract for capital expenditures or for the purchase of goods or services such as would require Company and its Subsidiaries during the Company’s last fiscal year, (iiito make payment(s) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by 100,000 with respect to any twelve (12) month period following the Company or Closing (excluding any of its Subsidiaries without any financial Contributor Benefit Plan or other penalty on 90employment-days’ related Contracts); (iii) [Reserved]; (iv) Any Contract involving financing or less noticeborrowing of money, or evidencing indebtedness for borrowed money, any obligation for the deferred purchase price of property or guaranteeing in any way any Contract in connection with any Person, in each case such as would require Company to make payment(s) in excess of $100,000 with respect to any twelve (12) month period following the Closing (excluding normal trade payables); (v) Any joint venture, partnership, cooperative arrangement or any Lease other Contract involving a sharing of profits (except for real property or the Transaction Agreements and the Astellas Agreement); (vi) Any material Contract with any Governmental Authority; (vii) Any Contract with respect to the discharge, storage or removal of effluent, waste or pollutants; (viii) Any Contract relating to any license or royalty arrangement that provides for noncontingent annual payments by Contributor in excess of $100,000, except any such noncontingent payment(s) such as would not exceed $100,000 with respect to any twelve (12) month period following the Closing; (ix) Any power of attorney, proxy or similar instrument; (x) Any Contract with any Affiliate of Contributor (other than any Contributor Benefit Plan or other employment-related Contracts); (xi) Any Contract for the manufacture, service or maintenance of any product of the Business including CROs, research agreements and finding agreements; (xii) Any Contract for the purchase or sale of any amount of assets other than in the ordinary course of business or for the option or preferential rights to purchase or sell any material amount of assets other than in the ordinary course of business; (xiii) Any Contract to indemnify any Person or to share in or contribute to the liability of any Person other than standard non-material form indemnity agreements that have been entered into in the ordinary course of business; (xiv) Any Contract containing covenants not to compete which materially restrict the Contributor from competing in any line of business or with any Person in any geographical area; (xv) Any Contract related to the acquisition of a business or the equity of any other Contractual Obligation Entity to the extent that it relates to the Business; (xvi) Any other Contract (other than any Contributor Benefit Plan or other employment-related Contracts) (A) such as would require Company to make payment(s) in excess of $100,000 with respect to any twelve (12) month period following the Closing; and (B) is not terminable without payment or penalty on thirty (30) days (or less) notice. (xvii) Any other Contract (other than any Contributor Benefit Plan or other employment-related Contracts) that involves future payments, performance of services or delivery of goods or materials to or by Contributor such as would require the Company to make payment(s) in excess of $100,000 with respect to any twelve (12) month period following the Closing; (xviii) Any Contract related to tools, machinery, equipment and personal property with ongoing performance obligations that is material to not already identified under clauses (ii), (xvi) or (xvii) and exceeds the Company dollar thresholds set forth therein; (xix) Any Contact within or its Subsidiaries (each Contractual Obligation referenced above needed in the ordinary course of the Business not already identified in clauses (i) through (vixviii) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, which would require Company to make non-contingent payment(s) in excess of $100,000 with respect to Company Material Contracts any twelve (12) month period following the Closing (other than any Contributor Benefit Plan or any other employment-related Contracts); and (xx) Any proposed arrangement of a type that, if entered into, would be a Contract described in any of (i) through (xviii) above, such list shall identify the date of such contract and any communications . (written or, to the knowledge of the Company, oralb) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company Contributor has delivered or made available trueto Company accurate, correct and complete copies of all such Contractual Obligations to counsel to PurchaserMaterial Contracts (or written summaries of the material terms thereof, if not in writing), including all material amendments, supplements, modifications and waivers thereof. All Material Contracts are in writing. (bc) All of the Material Contracts are valid, binding Each Contributor Contract is currently valid and in full force and effect in all material respects and effect, and, is enforceable by the Company Contributor in accordance with their respective terms its terms, except (i) as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the rights of creditors generally and general equitable principles (whether considered in all material respectsa proceeding in equity or at law), and (ii) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to Equitable Principles. The Company equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought. (d) Contributor is not in material default or breach under any of its Contractual Obligations or organizational documents anddefault, and no party has provided written notice to the knowledge of the Company, no other party to any of its Contractual Obligations Contributor that it is in material default or breach thereunder (and no default, under any Contributor Contract. No event has occurred which that might (with the passage of time or the giving of without notice or both would lapse of time) (i) result in any material violation or breach, by Contributor, of any of the provisions of any Contributor Contract; (ii) give any Person other than Contributor the right to declare a material default or breach by exercise any remedy under any Contributor Contract; (iii) give any Person the Company orright to accelerate the maturity or performance of any Contributor Contract or to cancel, terminate or modify any Contributor Contract; or (iv) otherwise have a Material Adverse Effect on Contributor in connection with any Contributor Contract. Contributor has not waived any material rights which relate to the knowledge Business or Contributed Assets of the Companyagreements described in Section 5.13(a)(i) through 5.13(a)(xx) hereof. (e) To the Knowledge of Contributor, by each Person against which Contributor has or may acquire any other party thereunder). Except as set forth on Schedule 3.12(b)rights under any Contributor Contract is (i) not in material breach of, neither and has not threatened in writing to be in breach of, the Company nor any of its Subsidiaries Contributor Contract to which such Person is a party party; (ii) solvent; and (iii) able to any non-competition agreement or any other agreement or obligation that materially limits or satisfy such Person’s material obligations and Liabilities to Contributor. (f) The performance of the Contributor Contracts will materially limit the Company or any of its Subsidiaries from engaging not result in any line violation of business in or failure by Contributor to comply with any territoryLegal Requirement.

Material Contracts. (a) Schedule 3.12(aSection ‎3.7(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of the following Contractual Obligations Contracts to which a Group Company is a party (each Contract required to be set forth on Section 3.7(a) of the Company Disclosure Schedules, together with each of the Contracts entered into after the date hereof that would be required to be set forth on Section 3.7(a) of the Company Disclosure Schedules if entered into prior to the date hereof, collectively, the “Material Contracts”): (i) any Contract relating to Indebtedness of any Group Company or to the placing of a Lien (other than any Permitted Lien) on any material assets or properties of any Group Company; (ii) any Contract under which any Group Company is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $100,000; (iii) any Contract under which any Group Company is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by such Group Company, except for any lease or agreement under which the aggregate annual rental payments do not exceed $100,000; (iv) any material joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research and development or other similar Contract (including every written amendmentany such Contract that governs the research, modification development, ownership, enforcement, use, or supplement other exploitation of any Intellectual Property Rights or other assets, in each case which is material to the foregoing Business); (v) any Contract that (A) limits or other purports to limit, in any material amendmentrespect, modification the freedom of any Group Company to engage or supplement compete in any line of business or with any Person or in any area, to operate any asset or assets or that would so limit or purport to limit, in any material respect, the foregoing that is binding on the Company operations of Holdco or any of its SubsidiariesAffiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to which restrict the ability of any Group Company to sell, manufacture, develop, commercialize, test or research the Company Products, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit, in any material respect, Holdco or any of its Subsidiaries is a party: Affiliates after the Closing; (ivi) any Contractual Obligation Contract requiring any capital commitment or capital expenditure (or series of capital expenditures) by any Group Company in an amount in excess of (A) $200,000 annually or (B) $500,000 over the life of the Contract; (vii) any Contract requiring any Group Company to guarantee the Liabilities of any Person (other than any other Group Company) or pursuant to which any Person (other than any other Group Company) has guaranteed the Liabilities of a Group Company, in each case in excess of $250,000; (viii) any Contract under which any Group Company has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person or made any capital contribution to, or other investment in, any Person other than a Group Company; (ix) any Contract with any Person (A) pursuant to which any Group Company may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which any Group Company grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any Company Product or any Intellectual Property Rights; (x) any Contract governing the terms of, or otherwise related to, the employment, engagement or services of any current director, manager, officer, employee, or Contingent Worker of a Group Company (A) whose annual base salary (or, in the case of a Contingent Worker, actual or anticipated annual base compensation) is in excess of $150,000 or (B) that provides for severance or any other post-termination payments or benefits; (xi) any Contract providing for any Change of Control Payment of the type described in clause (a) of the definition thereof; (xii) any collective bargaining agreements and any other agreements executed with a union, works council or similar organization or a Government Entity regarding the terms and conditions of employment of any employee or Contingent Worker of any Group Company; (xiii) any Contract with any Top Customer or Top Supplier; (xiv) any Contract that provides another Person (other than another Group Company or any manager, director or officer of any Group Company) with a power of attorney; (xv) any Contract that relates to any merger, consolidation or other business combination with any other Person or for the disposition of any material portion of the assets or business of any Group Company or for the acquisition by any Group Company of any material assets or material business of any other Person (other than acquisitions or dispositions made in the ordinary course of business), or under which any Group Company has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xvi) any settlement, conciliation or similar Contract (A) the performance of which would be reasonably likely to involve any payments in excess of $100,000 in the aggregate, (B) with a Governmental Entity or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-monetary obligations on any Group Company (or Holdco or any of its Affiliates after the Closing); (xvii) documents that will be required to be filed with the Registration Statement/Proxy Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a “material contract” Form S-1 pursuant to Items 601(b)(1), (as such term is defined in Item 601(b)(102), (4), (9) or (10) of Regulation S-K of under the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for Securities Act as if the Company and its Subsidiaries during was the Company’s last fiscal year, registrant; and (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (ivxviii) any Contractual Obligation other Contract the performance of which requires either (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(aA) without regard annual payments to or from any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Group Company or any Company Subsidiary in excess of $200,000 and or (B) aggregate payments to or from any Group Company in excess of $500,000 over the life of the Contract and, in each case, that is not otherwise cancelable terminable by the applicable Group Company or any of its Subsidiaries without any financial or other penalty on 90-upon less than 90 days’ or less prior written notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses . (i) through (vi) individually, a “Each Material Contract” Contract is valid and collectively, “Material Contracts”); provided that, with respect to binding on the applicable Group Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations the counterparty thereto, and is in material default or breach thereunder full force and effect and (and no event has occurred which with ii) the passage of time or the giving of notice or both would result in a material default or breach by the applicable Group Company orand, to the knowledge of the Company, the counterparties thereto, are not in breach of, or default under, any Material Contract. No written notice of termination has been received by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party with respect to any non-competition agreement Material Contract, and to the knowledge of the Company, none of the other parties to any Material Contract has indicated to a Group Company that it intends to terminate the Material Contract or any other agreement to terminate or obligation that materially limits or will materially limit the Company or any of reduce its Subsidiaries from engaging in any line of business in any territorydealings with a Group Company.

Material Contracts. (a) Schedule 3.12(aExcept for this Agreement, the Contracts filed as exhibits to the Company SEC Reports filed with the SEC prior to the date of this Agreement and as set forth on Section 3.15(a) sets forth a true, correct and complete list of the following Contractual Obligations Company Disclosure Schedule, no Group Company is a party to, and no Group Company’s properties or assets are bound by, any of the types of Contracts listed in clauses (including every written amendment, modification or supplement i) through (xi) of this Section 3.15(a) (such types of Contracts being the “Material Contracts”): (i) each Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits to the foregoing Company’s most recently filed annual report on Form 20-F; (ii) each Contract relating to any Indebtedness in respect of any counterparty involving actual or other material amendment, modification or supplement potential liability to the foregoing that is binding on Group Companies in excess of US$7,000,000 during any 12-month period, other than (x) Indebtedness receivable or payable solely between or among the Company’s wholly-owned Subsidiaries (including, for the purposes of this Section 3.15(a)(ii), the Operating Subsidiaries) or between or among the Company or and any of its wholly-owned Subsidiaries (including, for the purposes of this Section 3.15(a)(ii), the Operating Subsidiaries) and (y) accounts receivable and payable incurred in the ordinary course of business consistent with past practice; (iii) each Contract in respect of any (A) joint venture, strategic cooperation or collaboration arrangement, joint sales or marketing agreement, or partnership arrangement, in each case, that is material to the business of the Group Companies taken as a whole or (B) other agreement involving a sharing of profits, losses, costs or liabilities by any Group Company that is material to the business of the Group Companies taken as a whole; (iv) each of the Contracts described under the caption “Item 4. Information on the Company—C. Organizational Structure” in the Company’s most recently filed annual report on Form 20-F, which (A) provide the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a majority of the equity interests (each, an “Operating Subsidiary”), (B) provide any Group Company the right or option to purchase the equity interests in any Operating Subsidiary, or (C) transfer economic benefits from any Operating Subsidiary to any other Subsidiary of the Company (the contracts and agreements described in (A), (B) and (C), together, the “Control Agreements”); (v) each Contract pursuant to which the Company or any of its Subsidiaries (A) receives or is granted any license to any material Intellectual Property (other than any non-exclusive license to off-the-shelf Software generally available on non-discriminatory pricing terms and other than a party: non-exclusive license granted in the ordinary course of the grantor’s business) or (iB) grants any Contractual Obligation license to any material Intellectual Property (other than a non-exclusive license granted in the ordinary course of the grantor’s business), or each other Contract relating to Intellectual Property or IT Assets not covered by the foregoing (A) or (B) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for to the Company and its Subsidiaries during Subsidiaries, taken as a whole; (vi) each Contract that involves the Company’s last fiscal yearacquisition or disposition, directly or indirectly (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements by merger, license or otherwise), of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation securities of any person (other than a Contractual Obligation described Company Share Award) or any assets that have a fair market value or purchase price of more than US$3,000,000; (vii) each Contract (including any distribution agreements) that limits, or purports to limit, the ability of any Group Company to compete in any line of business in any geographic area or during any period of time in a manner that is material to the Group Companies, taken as a whole, or any Contract that grants any exclusive rights to any third party (including any exclusive license or exclusive distribution or usage arrangements) if such Contract, exclusive rights or restrictions resulting therefrom are material to the Group Companies, taken as a whole; (viii) each Contract between any Group Company, on the one hand, and any directors or officers of any Group Company or their immediate family members or shareholders (other than Parent) of any Group Company holding more than 5% of the voting securities of any Group Company, on the other provisions of this Section 3.12(ahand, under which there are material rights or obligations outstanding; (ix) without regard each Contract providing for any earn-out or similar payment payable by any Group Company to any threshold contained thereinperson (other than to another Group Company); (x) that involves annual expenditures during the Company’s last fiscal year by the Company each Contract providing for any change of control or similar payments to any Company Subsidiary Third Party in excess of $200,000 and is not otherwise cancelable US$2,500,000; (xi) each Contract involving payments by the Company or any of its Subsidiaries without any financial in excess of US$7,000,000 in the aggregate under each Contract, other than payments between or other penalty on 90among the Company’s wholly-days’ owned Subsidiaries (including, for the purposes of this Section 3.15(a)(xi), the Operating Subsidiaries) or less notice, (v) any Lease for real property between or (vi) any other Contractual Obligation that is material to among the Company or and any of its wholly-owned Subsidiaries (including, for the purposes of this Section 3.15(a)(xi), the Operating Subsidiaries); (xii) each Contractual Obligation referenced above in clauses Contract relating to any capital expenditure or any disbursement Contract with a contract value exceeding US$7,000,000; (ixiii) through (vi) individually, each Contract relating to a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received royalty or dividend arrangement that involves payment by the Company of more than US$5,000,000 annually based on revenues or its Subsidiaries from any party to such contract or on behalf profits of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries or based on the revenues or profits derived from engaging any material Contract; (xiv) each share or stock redemption or purchase or other Contract affecting or relating to the share capital of the Company or any of its Subsidiaries, including each Contract with any shareholder of the Company or any of its Subsidiaries which includes anti-dilution rights, voting arrangements or operating covenants; (xv) each Contract under which the Company or any of its Subsidiaries has granted any Person any registration rights, or any right of first refusal, first offer or first negotiation with respect to any Ordinary Shares or securities of any Subsidiaries of the Company; and (xvi) each Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against the such Group Company in accordance with its terms, subject to the Bankruptcy and Equity Exception, (ii) to the Company’s knowledge, each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception, (iii) no Group Company and, to the Company’s knowledge, no counterparty, is or is alleged to be in breach or violation of, or default under, any line Material Contract, (iv) to the Company’s knowledge, no person intends to terminate any Material Contract and (v) neither the execution of business in this Agreement nor the consummation of any territoryTransaction shall constitute a material default under, give rise to cancellation rights under, or otherwise adversely affect any of the material rights of any Group Company under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto.

Material Contracts. (a) Schedule 3.12(aSection 3.7(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of the following Contractual Obligations Contracts to which any RemainCo Entity (including every written amendment, modification or supplement as it relates to the foregoing Business) or any Group Company is, as of the date of this Agreement, a party or by which any of the assets or properties of any RemainCo Entity (as it relates to the Business), any Group Company or the Business are bound or subject (each Contract required to be set forth on Section 3.7(a) of the Company Disclosure Schedules, together with each of the Contracts entered into after the date hereof that would be required to be set forth on Section 3.7(a) of the Company Disclosure Schedule if entered into prior to the execution and delivery of this Agreement, collectively, the “Material Contracts”): (i) any Contract relating to Indebtedness of any Group Company or the Business which exceed $50,000 individually or $100,000 in the aggregate, or the incurrence of any Lien on any material assets or properties of any Group Company or the Business in connection thereof; (ii) any Contract under which any Group Company is lessee of or holds or operates, in each case, any tangible property, in each case, except for any lease or agreement under which the aggregate annual rental payments do not exceed $100,000; (iii) any Contract under which any Group Company is lessor of or permits any third party to hold or operate, in each case, any tangible property, in each case, except for any lease or agreement under which the aggregate annual rental payments do not exceed $100,000; (iv) any Contract that is reasonably expected to require annual payments to or from any RemainCo Entity (as it relates to the Business), any Group Company or the Business of more than $50,000; (v) any Contract with any Significant Customer or Significant Supplier; (vi) any Contract with any Person that distributes, retransmits or otherwise makes available content to subscribers or other material amendment, modification or supplement customers with respect to the foregoing distribution or retransmission of, or the granting of rights or the licensing of, any content related to the Business; (vii) any Contract with any Person with respect to the (co-)production of any content related to the Business; (viii) any Contract concerning the establishment or operation of a partnership, strategic alliance, joint venture, limited liability company or similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, joint venture or limited liability company or other similar Contract; (ix) any Contract that is binding on (A) limits or purports to limit, in any material respect, the freedom of any Group Company or the Business to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of TopCo or any of its SubsidiariesAffiliates after the Closing, (B) contains any “most favored nation” or similar provisions, obligations or restrictions, (C) contains any other provisions substantially restricting or purporting to which restrict the ability of any Group Company or the Business to sell or develop, directly or indirectly through third parties, or to solicit any potential employee or customer or that would so limit or purports to limit, in any material respect TopCo, or any of its Subsidiaries is Affiliates after the Closing, or (D) obligates any Group Company or the Business to purchase or otherwise obtain any product or service exclusively from a party: single third party or granting any third party the exclusive right to develop, market, sell or distribute the products or services of the Business; (ix) any Contractual Obligation that is a “material contract” Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) in an amount in excess of (A) $50,000 annually or (B) $100,000 over the life of the agreement; (xi) any Contract requiring any RemainCo Entity (as such term is defined in Item 601(b)(10it relates to the Business) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Group Company Subsidiary to guarantee the Liabilities of any Person or pursuant to which any Person has guaranteed the Liabilities of a Group Company, in each case in excess of $200,000 50,000; (xii) any Contract to which any Group Company is party under which such Group Company has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person or other investment in, any Person in excess of $50,000; (xiii) any Commingled Contracts; (xiv) any Contract to which any RemainCo Entity (as it relates to the Business) or any Group Company is party that has been entered into at any time within the three year period prior to the date hereof pursuant to which such RemainCo Entity or Group Company acquired or disposed of a business, assets or equity interests with a purchase price in excess of $50,000 or any such Contract under which such RemainCo Entity or Group Company has any continuing obligation, including with respect to an indemnity, “earn-out”, contingent purchase price or other contingent or deferred payment obligation; (xv) any Contracts pursuant to which any RemainCo Entity or any Group Company grants or receives a (sub-)license, covenant not to sue or other right or immunity with respect to any Intellectual Property Rights that is (or the tangible embodiment of which is) incorporated into, or distributed or used with, any Company Product or that is otherwise material to the Business, other than non-exclusive licenses granted on generally available terms with respect to off-the-shelf un-customized software; (xvi) any Contract that would reasonably be expected to prevent, materially delay or materially impede FCB’s or such Group Company’s ability to consummate the Transactions; (xvii) any Contract to which any Group Company is party (A) that was not negotiated and entered into on an arm’s length basis or any other Contract in respect of a Related Party Transaction or (B) with current or former officers, directors or employees of such Group Company pursuant to which such Group Company has indemnification obligations. (xviii) any Contract in which the counterparty is not otherwise cancelable by the Company a Governmental Entity or any of its Subsidiaries without their respective Affiliates; (xix) any financial Collective Bargaining Agreement or any other Contract with any Employee Representative Body, in each case, covering any Business Employee; (xx) any settlement or other penalty on 90-days’ or less noticesimilar Contract (A) that is reasonably likely to be required to make any payments to any Person of more than $50,000, (vB) with a Governmental Entity or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-monetary obligations on any Group Company or the Business; (xxi) any Lease for real property Contract pursuant to which any investment banker or other Person is entitled to a fee or commission in connection with the Transactions; and (vixxii) any other Contractual Obligation that is material to the Company Contract or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided group of related Contracts that, with respect individually or in the aggregate, if terminated or subject to a default by any party thereto, would have or would reasonably be expected to have a Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to PurchaserAdverse Effect. (b) All A copy of the each Material Contracts are valid, binding and Contract has been made available by BP to Mountain. (i) Each Material Contract is in full force and effect in all material respects effect, valid and binding on, and enforceable by against, a Group Company and/or a RemainCo Entity, as the Company in accordance with their respective terms in all material respectscase may be, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge Knowledge of BP, each other party thereto, (ii) none of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time Group Companies or the giving of notice or both would result in a material default or breach by RemainCo Entities (as the Company orcase may be) nor, to the knowledge Knowledge of the CompanyBP, by any other party thereto, has taken or failed to take any action that, with or without notice, lapse of time, or both, would or would reasonably be expected to (A) constitute a breach, violation or a default under any Material Contract or (B) give any Person the right to declare in default or exercise any remedy under any Material Contract (including the right to accelerate the maturity or any performance thereunder). Except as set forth on Schedule 3.12(b, or to cancel, terminate or modify any Material Contract) and (iii) none of the RemainCo Entities or the Group Companies has received written notice from any party to a Material Contract of any intention to terminate, to seek renegotiation of terms or to not renew, in each case, except in the case of each of clauses ‎(i), neither ‎(ii) and ‎(iii) as would not reasonably be expected to have a Company Material Adverse Effect. To the Company nor any Knowledge of its Subsidiaries is a party BP, no counterparty to any non-competition agreement Material Contract is in breach or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryviolation thereof.

Material Contracts. (a) Schedule 3.12(aExcept for this Agreement, Section 4.17(a) sets forth a true, correct and complete list of the following Contractual Obligations Company Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract described in this Section 4.17(a) under which the Company or any 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 assets is subject, in each case, as of the date hereof, other than any Company Benefit Plans (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17(a) of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) each Contract that limits in any material respect the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including every written amendmentParent 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, modification supply or supplement to distribute any product or service or that otherwise has the foregoing effect of restricting in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material joint venture or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar material 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 $250,000, in each case, excluding any (x) post-closing retention payments or equity awards, and (y) amounts retained pursuant to customary indemnity escrow or holdback arrangements; (iv) each Contract that gives any Person the right to acquire any assets of the Company or any Company Subsidiary (excluding sales of inventory in the ordinary course of business) after the date hereof with consideration of more than $100,000; (v) any material amendmentsettlement or similar Contract with a Governmental Entity, modification other than those relating to (x) Taxes, or supplement to the foregoing that is binding on (y) any Contract with a Governmental Entity in its capacity as a customer of the Company or any of its Subsidiaries; (vi) any settlement or similar Contract 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 pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $100,000 in the 12-months ended March 31, 2025, or is obligated to pay or entitled to receive payments in excess of $100,000 in the twelve (12)-month period following the date hereof, in each case, other than (A) Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries, (B) Contracts with customers, suppliers or vendors of the Company or any Company Subsidiary, (C) Company Leases and (D) Contracts otherwise described in any other subsection of this Section 4.17(a); (viii) each Contract that is (A) a Contract with a Material Customer, (B) a Material Supplier Agreement, or (C) with a Governmental Entity, providing for or contemplating payments of more than $500,000 over the life of such Contract; (ix) 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 its Subsidiaries 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; (x) each Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements, in each case, that are binding on the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xi) each Contract not otherwise described in any other subsection of this Section 4.17(a) evidencing outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $250,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (xii) each Contract pursuant to which the Company or any Company Subsidiary (A) grants any license, covenant not to assert, release, agreement not to enforce or prosecute, or other immunity to any Person under or to any Company Intellectual Property Rights, or (B) is granted a party: license, covenant not to assert, release, agreement not to enforce or prosecute, or immunity to or under, any Person’s Intellectual Property Rights that, in the case of each of clauses (iA) and (B) above, is not a Non-Scheduled License; (xiii) 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 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 or family member; (xiv) each Company Lease involving annual lease payments in excess of $250,000; (xv) any Contractual Obligation Contract not otherwise described in any other subsection of this Section 4.17(a) that is would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on costSEC) with content licensors for respect to the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation those agreements and arrangements described in one Item 601(b)(10)(iii) of Regulation S-K of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”SEC); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All True and complete copies of each Material Contract in effect as of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by date hereof have been publicly filed with the SEC prior to the date hereof or have been made available to Parent. Neither the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The nor any Company Subsidiary is not in material breach of or default or breach under the terms of any of its Contractual Obligations or organizational documents andMaterial Contract. To the Company’s Knowledge, to the knowledge as of the Companydate hereof, no other party to any of its Contractual Obligations Material Contract is in material breach of or default under the terms of any Material Contract. Each Material Contract is a valid, binding and enforceable obligation of the Company or breach thereunder (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 and any expiration thereof in accordance with its terms existing as of the date hereof. As of the date of this Agreement, neither the Company nor any Company Subsidiary has received written notice of the intention or desire of any party to terminate, cancel, not renew or modify any Material Contract in any material respect. As of the date of this Agreement, to the Company’s Knowledge, no event has occurred which that with or without the passage lapse of time or the giving of notice or both would result in constitute a material breach or default or breach under any Material Contract by the Company or, to or the knowledge of the Company, by applicable Company Subsidiary Member or any other party thereunder)or parties thereto. Except as set forth on Schedule 3.12(b)As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to Company Subsidiary has received any non-competition agreement written notice regarding any actual material violation or breach of, or material default under, any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryMaterial Contract.

Material Contracts. (aSchedule 3.1(s) Schedule 3.12(a) sets forth a truedelivered to Parent by the Company prior to the execution of this Agreement lists all material contracts and agreements to which, correct and complete list as of the following Contractual Obligations (including every written amendmentdate hereof, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to Subsidiary is a party or by which the Company or any of its Subsidiaries Subsidiary is a party: bound or under which the Company or any Subsidiary has or may acquire any rights, which were not filed prior to the date hereof as exhibits to the Company Commission Filings, which involve or relate to (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K obligations of the Commission)Company or any Subsidiary for borrowed money or other indebtedness where the amount of such obligations exceeds $100,000 individually, (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for lease by the Company and its Subsidiaries during the Company’s last fiscal yearor any Subsidiary, as lessee or lessor, of real property for rent of more than $100,000 per annum, (iii) Contractual Obligations the purchase or sale of goods (other than raw material to be purchased by the Company on terms that collectively represent are customary and consistent with the top 5 agreements past practice of the Company and in amounts and at prices substantially consistent with past practices of the Company) or services with an aggregate minimum purchase price of more than $100,000 per annum, (based on revenueiv) rights to manufacture and/or distribute any Pharmaceutical Product which accounted for distribution services and cooperation agreements more than $100,000 of the consolidated revenues of the Company and its Subsidiaries during the Company’s last fiscal year ended December 31, 1998 or under which the Company or any Subsidiary received or paid license or other fees in excess of $100,000 during any year, (ivv) the purchase or sale of assets or properties not in the ordinary course of business having a purchase price in excess of $100,000, (vi) the right (whether or not currently exercisable) to use, license (including any "in-license" or "outlicense"), sublicense or otherwise exploit any intellectual property right or other proprietary asset of the Company or of any of Subsidiary of the Company or any other Person which, when considered together with all such other rights, is material to the Company; (vii) any Contractual Obligation material collaboration or joint venture or similar arrangement; (other than a Contractual Obligation described in one viii) the restriction on the right or ability of the Company or any Subsidiary of the Company (A) to compete with any other provisions Person, (B) to acquire any product or other asset or any services from any other Person, (C) to solicit, hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person; (ix) any currency hedging; or (x) individual capital expenditures or commitments in excess of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year $100,000. All such contracts and agreements are duly and validly executed by the Company or any Company Subsidiary such Subsidiary, and are in excess of $200,000 full force and is not otherwise cancelable by effect. Neither the Company or nor any of its Subsidiaries without has violated or breached, or committed any financial or other penalty on 90-days’ or less noticedefault under, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancelagreement, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party Person has violated or breached, or committed any default under, any contract or agreement, which violation, breach or default (alone or in combination with other violations, breaches or defaults under such contract or agreement or under other contracts or agreements) has had or may reasonably be expected to any of have a material adverse effect on the Company and its Contractual Obligations is in material default or breach thereunder (and no Subsidiaries taken as a whole. No event has occurred which with which, after notice or the passage of time or the giving of notice or both both, would result in constitute a material default or breach by the Company or, to the knowledge or any Subsidiary of the CompanyCompany under any contract or agreement or give any Person the right to (A) declare a default or exercise any remedy under any contract or agreement, by (B) receive or require a rebate, chargeback, penalty or change in delivery schedule under any contract or agreement, (C) accelerate the maturity or performance of any contract or agreement, or (D) cancel, terminate or modify any contract or agreement, in each case which, together with all other party thereunder). Except as set forth on Schedule 3.12(bevents of the types referred to in clauses (A), neither the Company nor any (B), (C) and (D) of its Subsidiaries is this sentence has had or may reasonably be expected to have a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit material adverse effect on the Company or any of its Subsidiaries from engaging taken as a whole. Except as disclosed on Schedule 3.1(s), all such contracts and agreements will continue, after the Effective Time, to be binding in any line accordance with their respective terms until their respective expiration dates. As soon as practicable after the date hereof, the Company shall provide Parent with a list of business in any territoryall leases for real property for rent of more than $30,000 per annum which are not listed on Schedule 3.1(s).

Material Contracts. (a) Schedule 3.12(a) sets forth a true, correct and complete list of Except for this Agreement or as filed or publicly furnished with the following Contractual Obligations (including every written amendment, modification or supplement SEC prior to the foregoing or other material amendmentdate hereof, modification or supplement to the foregoing that is binding on none of the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries Subsidiary is a party: (i) party to or is bound by, as of the date hereof, any Contractual Obligation that written contract or other agreement which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) to the Company (each contract that is described in this Section 5.10(a) being a “Company Material Contract”). (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Material Contract is valid and binding on the Company (and/or each such Company Subsidiary party thereto) and, to the Knowledge of the Commission)Company, each other party thereto, (ii) Contractual Obligations that collectively represent each Company Material Contract is in full force and effect (except for expiration thereof in the top 5 agreements (based on cost) ordinary course in accordance with content licensors for the terms thereof), enforceable against the Company or each such Company Subsidiary party thereto, as the case may be, in accordance with its terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and its Subsidiaries during the Company’s last fiscal year, by general principles of equity and (iii) Contractual Obligations that collectively represent neither the top 5 agreements (based on revenue) for distribution services and cooperation agreements Company nor any of the Company and its Subsidiaries during that is a party thereto, nor, to the Knowledge of the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described party thereto, is in one breach of, or default under, any such Company Material Contract, and, to the Knowledge of the other provisions Company, no event has occurred that with notice or lapse of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company time or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individuallySubsidiaries, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge Knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereto, or permit termination, material modification or acceleration by any third party thereunder). Except as set forth on Schedule 3.12(b)As of the date hereof, neither the Company nor any of its the Company Subsidiaries is a party to has received any non-competition agreement written notice of termination or cancelation under any Company Material Contract or received any written notice of breach of or any other agreement default under any Company Material Contract which breach has not been cured, except for any termination, breach or obligation that materially limits default that, individually or will materially limit in the aggregate, has not had and would not reasonably be expected to have a Company or any of its Subsidiaries from engaging in any line of business in any territoryMaterial Adverse Effect.

Material Contracts. (a) Schedule 3.12(a) sets forth Other than the Transaction Documents, documents in connection with the Permitted Indebtedness, Existing Indebtedness and Existing Security and those Contracts as Disclosed in the Target SEC Filings, no Group Member is a trueparty to, correct and complete list or bound by as of the date such representation is being made, any Material Contract (as defined below). The following Contractual Obligations (including every written amendment, modification or supplement Contracts shall be deemed to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: be “Material Contracts”: (i) any Contractual Obligation that is a “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 business, including the Commission), Service Agreements with the Partners; (ii) Contractual Obligations that collectively represent the top 5 agreements any agreement or arrangement otherwise than by way of negotiation at arm’s length having a total contract value greater than US$10,000,000 (based on cost) with content licensors for the Company and or its Subsidiaries during the Company’s last fiscal year, equivalent in other currencies); (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, any sale or purchase option or similar Contract or arrangement affecting any material Assets owned or used by any Group Member or by which any Group Member is bound; (iv) any Contractual Obligation (other than a Contractual Obligation described in one Contract which cannot readily be fulfilled or performed by any Group Member on time or without undue or unusual expenditure of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, US$1,000,000; (v) any Lease for real property Contract which Issuer Group does not have the technical and other capabilities or the human and material resources to enable it to fulfill, perform and discharge all its outstanding obligations in the ordinary course of business without realizing a loss of at least US$1,000,000 on closing of performance; (vi) any other Contractual Obligation that is material Contract substantially restricting the freedom of any Group Member to the Company provide and take goods and services or to manage its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” own business affairs by such means and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract from and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract persons as it may from time to time think fit; (vii) any Contract pursuant to which (a) any Group Member incurs Indebtedness with the aggregate amount of principal and interest payments greater than US$10,000,000 or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All any Group Member provides any guarantee; (viii) any Contract whereby any Group Member is, or has agreed to become, a member of the Material Contracts are validany joint venture, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respectsconsortium or partnership or other unincorporated association; (ix) any Contract whereby any Group Member is, subject or has agreed to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents andbecome, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement distributorship or agency agreement; (x) any Contract that is void, illegal, unenforceable or which contravene any applicable laws and regulations; (xi) any Contract that prohibits or materially restricts the sale, disposal or transfer of any Equity Securities (or any other agreement interests therein) owned by Target; (xii) any shareholder agreements, joint venture agreements or obligation that materially limits partnership agreements; (xiii) any employment contracts or will materially limit the Company or any arrangements with senior managers of its Subsidiaries from engaging in any line of business in any territory.Target; or

Material Contracts. (a) Schedule 3.12(a) sets forth a trueExcept for this Agreement, correct the Company Benefit Plans, the OpCo Spin-Off Agreements and complete list agreements filed as exhibits to the Company SEC Documents (including, for the avoidance of doubt, those that are filed with the SEC at any time prior to the date hereof and incorporated by reference thereto), as of the following Contractual Obligations (including every written amendmentdate of this Agreement, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on neither the Company or any of its Subsidiaries) to which the Company or nor any of its Subsidiaries is a party: party to or bound by (for avoidance of doubt, each of clauses (i) through (xii) below being subject to the first sentence of the preamble to this Article III and shall only apply to the extent any Contract or arrangement referred to in clauses (i) through (xii) would be binding on PropCo or its Subsidiaries at the Effective Time): (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the CommissionSEC), ; (ii) Contractual Obligations any material Contract that collectively represent the top 5 agreements (based will be binding on cost) with content licensors for the Company and PropCo or any of its Subsidiaries during as of the Company’s last fiscal year, Effective Time; (iii) Contractual Obligations any Contract that collectively represent involved individual or aggregate payments or consideration of more than $500,000 in the top 5 agreements twelve-month period ended June 30, 2015, or is expected to involve individual or aggregate payments or consideration of more than $500,000 in the twelve-month period beginning June 30, 2015 (based on revenue) for distribution services and cooperation agreements of it being understood that the Company is not making any representation or warranty as to the actual amount of future payments that will be received under any such Contract), for goods and services furnished by or to the Company or any of its Subsidiaries during the Company’s last fiscal year, Subsidiaries; (iv) any Contractual Obligation Company Real Property Leases having a remaining term of more than twelve (other 12) months and involving a payment of more than a Contractual Obligation described in one of the other provisions of this Section 3.12(a$100,000 annually; (v) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by Contract under which the Company or any Company Subsidiary of its Subsidiaries has continuing material indemnification, earnout or similar obligations to any third person, other than those entered into in excess the ordinary course of business consistent with past practice; (vi) any Contract for capital expenditures involving payments of more than $200,000 and is not otherwise cancelable 1,000,000 individually or in the aggregate, by or on behalf of PropCo or any of its Subsidiaries; (vii) any Contract involving a joint venture or strategic alliance or partnership agreement or other sharing of profits or losses with any person; (viii) any Contract relating to indebtedness under which the principal amount outstanding thereunder payable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, is greater than $1,000,000; (vix) any Lease for real property Contract containing covenants by the Company or any of its Affiliates not to (A) compete with any person or (viB) engage in any other Contractual Obligation line of business or activity in any geographic location, in each case that is would be material to the Company; (x) any Contract evidencing an outstanding loan, advance or investment by the Company or any of its Subsidiaries to or in any person (other than any other Subsidiary of the Company) of more than $10,000,000 in the aggregate (excluding trade receivables and advances to employees for normally incurred business expenses, each Contractual Obligation referenced above arising in the ordinary course of business consistent with past practice); (xi) any Order or settlement or conciliation agreement with any Governmental Entity; and (xii) any Contract involving the sale, transfer or acquisition of any business entered into by the Company or any Subsidiary of the Company in the three (3) years preceding the date of this Agreement. All contracts of the types referred to in clauses (i) through (vixii) individually, above are referred to herein as a “Company Material Contract” and collectively, “Material Contracts.”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any Subsidiary of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material breach of or default or breach under the terms of any of its Contractual Obligations or organizational documents Company Material Contract and, to the knowledge of the Company, no other party to any of its Contractual Obligations Company Material Contract is in material breach of or default or breach thereunder under the terms of any Company Material Contract and (ii) each Company Material Contract is a valid and no event has occurred which with binding obligation of the passage of time Company or the giving Subsidiary of notice or both would result in a material default or breach by the Company orCompany, that is party thereto and, to the knowledge of the Company, by any of each other party thereunder). Except as set forth on Schedule 3.12(b)thereto, neither and is in full force and effect, subject to the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryRemedies Exceptions.

Material Contracts. (a) Schedule 3.12(a) sets forth a true, correct and complete list of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Contractual Obligation Subsidiary of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the CommissionExchange Act), ; (ii) Contractual Obligations that collectively represent is with the top 5 agreements ten (based on cost10) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company’s last fiscal year, ); (iv) any Contractual Obligation that is a Government Contract; (other than v) evidencing a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary capital expenditure for which future payments are required in excess of $200,000 and is not otherwise cancelable 5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (each Contractual Obligation referenced above vii) containing (A) a covenant or other provision limiting in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with any material respect to Company Material Contracts described above, such list shall identify the date ability of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf Subsidiary of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered to compete or made available trueengage in any line of business or to compete with any Person in any geographic area, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under other than any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any customary employee non-competition agreement solicitation or any other agreement no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or obligation similar provisions, (C) a right of first refusal or right of first offer or similar right that materially limits or will materially limit the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from engaging which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any line Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, 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 the Company or any 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 any territoryor presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except as set forth on Schedule 3.12(a) sets forth a true3.9 hereto, correct and complete list none of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: party to any oral or written contract, commitment or agreement (i) that, other than with respect to Material Leases, obligates the Company or any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) Subsidiary to pay or entitles the Company or any Subsidiary to receive an amount, from and after the date hereof, of Regulation S-K of the Commission), $250,000 or more annually; (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during restricting the Company’s last fiscal year, 's or any Subsidiary's ability to conduct the outdoor or mall advertising business generally in any geographic location (including applicable non-competes or similar agreements); (iii) Contractual Obligations that collectively represent provides for the top 5 agreements lease, sublease, license or other similar rights of possession or occupancy of real property (based on revenueas tenant, occupier or possessor) used primarily for distribution services and cooperation agreements of billboard sites, pursuant to which the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves current net annual expenditures during the Company’s last fiscal year rent payable by the Company or any Company Subsidiary in excess currently exceeds $50,000 (the "MATERIAL LEASES"); or (iv) evidences indebtedness of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without Subsidiary for money borrowed (whether incurred, assumed, guaranteed or secured by any financial or other penalty on 90-days’ or less notice, (vasset) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided thatand, with respect to all such contracts, commitments and agreements, except as set forth on Schedule 3.9 hereto, neither the Company Material Contracts described abovenor any of its Subsidiaries, such list shall identify the date of such contract and any communications (written ornor, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any other party to such contract or on behalf of any such party that contract, commitments and agreements is, in breach thereof or default thereunder and there does not exist under any provision thereof, to the knowledge of the Company, any event that, with the giving of notice or the lapse of time or both, would constitute such party intends a breach or default, except for such breaches, defaults and events as to cancelwhich requisite waivers or consents have been obtained or which would not, terminateindividually or in the aggregate, seek re-bidding have a Material Adverse Effect. Complete and correct copies of or fail to renew such each contract. Except as , commitment and agreement set forth on Schedule 3.12(a), the Company has delivered 3.9 have been furnished or made available trueto Buyer, correct and complete copies of all such Contractual Obligations and, to counsel to Purchaser. (b) All the knowledge of the Material Contracts Company, all of such contracts, commitments and agreements are valid, binding and in full force and effect except for such failures to be so valid, binding and in all material respects full force and enforceable by effect which, individually or in the aggregate, would not a Material Adverse Effect. (b) Pursuant to the terms of the Credit Agreement and the Revolving Credit Commitments or other applicable governing documents, the Obligations and any other Indebtedness of the Company in accordance with their respective terms in all material respectsand its Subsidiaries thereunder may be pre-paid by Buyer on the Closing Date pursuant to Section 6.10, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryrequirements contemplated thereby.

Material Contracts. (a) Section 3.15(a) of the Company Disclosure Schedule 3.12(a) sets forth contains a true, complete and correct and complete list of each of the following Contractual Obligations contracts, agreements and commitments (including every written amendmentincluding, modification or supplement without limitation, oral and informal arrangements to the foregoing or other extent the same are material amendment, modification or supplement to the foregoing that is binding on the Company or any of its SubsidiariesBusiness) to which the Company or any of its Subsidiaries Subsidiary is a party: party (such contracts and agreements, together with all contracts, agreements, leases and subleases concerning the management or operation of any Leased Real Property (including, without limitation, brokerage contracts) listed in Section 3.17(a) or 3.17(b) of the Company Disclosure Schedule, and all agreements set forth in Section 3.16(a) of the Company Disclosure Schedule, the "Material Contracts"): (i) each contract, agreement, invoice, purchase order and other arrangement for the purchase of inventory, spare parts, other materials or personal property with any Contractual Obligation that is a “material supplier or for the furnishing of services to the Company, any Subsidiary or otherwise related to the Business under the terms of which the Company or any Subsidiary could reasonably be expected to pay or otherwise give consideration of more than US$25,000 in the aggregate during the fiscal year ending March 31, 1999 or US$250,000 over the remaining term of such contract” (as , and which cannot be canceled by the Company or such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), Subsidiary without penalty or further payment and without more than 30 days' notice; (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors each contract, agreement, invoice, sales order and other arrangement for the Company and its Subsidiaries during sale of inventory or other personal property or for the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution furnishing of services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Subsidiary or otherwise related to the Business under the terms of which the Company or any Subsidiary could reasonably be expected to receive consideration of more than US$25,000 in excess the aggregate during the fiscal year ending March 31, 1999 or US$250,000 over the remaining term of $200,000 the contract, and is which cannot otherwise cancelable be canceled by the Company or such Subsidiary without penalty or further payment and without more than 30 days' notice; (iii) each broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contract, agreement or commitment; (iv) each contract, agreement or commitment with any of its Subsidiaries without any financial present or other penalty on 90-days’ former employee, independent contractor or less notice, consultant (excluding routine engagement letters with individual attorneys or law firms); (v) each contract, agreement or commitment relating to Indebtedness of the Company or any Lease for real property or Subsidiary; (vi) each contract, agreement or commitment with any other Contractual Obligation that is material Governmental Authority; (vii) each contract, agreement or commitment limiting or purporting to limit the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge ability of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a)Subsidiary, the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement Business or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging successor thereto to compete in any line of business or with any person or in any territorygeographic area or during any period of time; (viii) each contract, agreement or commitment between or among the Company or any Subsidiary and the Company or any affiliate of the Company; (ix) each contract, agreement or commitment providing for benefits under any Plan; (x) each contract, agreement or commitment under which the Company has obtained or will obtain any Intellectual Property; (xi) each contract, agreement or commitment that materially limits or restricts, or could reasonably be expected to materially limit and restrict, the ability of the Company or any Subsidiary or, immediately after the Effective Time, Nu Skin or any subsidiary thereof, to use, modify, display, reproduce, distribute, license, sell or provide the Company's or any Subsidiaries' products or services; (xii) each contract, agreement or commitment, whether or not made in the ordinary course of business, which is material to the Company, any Subsidiary or the conduct of the Business or the absence of which could reasonably be expected to have a Material Adverse Effect; and (xiii) each research and collaboration contract.

Material Contracts. (a) Section 5.17(a) of the MTI Disclosure Schedule 3.12(a) sets forth a lists as of the date hereof, and MTI has made available to EVI true, correct and complete list copies of each of the following Contractual Obligations contracts (including every written amendmenteach, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiariesa “MTI Material Contract”) to which the Company MTI or any of its Subsidiaries is a party: party or which bind or affect their respective properties or assets (iexcluding leases, subleases or other agreements for MTI Leased Real Property, all of which Contracts are disclosed in Section 5.16(b) of the MTI Disclosure Schedule, and excluding MTI Employee Plans), including full and accurate summaries of the material terms and conditions of any and all oral Contracts of MTI: (1) any Contractual Obligation Contract that is would be required to be filed by MTI 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 disclosed by MTI on a Current Report on Form 8-K; (2) any Contract or group of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors related Contracts for the Company and its Subsidiaries during the Company’s last fiscal yearpurchase or lease of services, products, materials, supplies, goods, equipment, or other assets providing for either (iiiA) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year payments by the Company or any Company Subsidiary MTI in excess of $200,000 50,000.00, including any and is not otherwise cancelable all purchase orders; or (B) which give rise to anticipated receipts by the Company counterparty to the Contract of more than $50,000.00 in any calendar year, in each case that cannot be terminated on more than ninety (90) days’ notice without payment by MTI of a penalty in excess of $50,000.00; (3) any Contract involving the obligation of MTI to sell products or services pursuant to which the aggregate payments to become due to MTI exceeds $50,000.00 annually; (4) any Contract relating to the acquisition or disposition of any material business (whether by merger, stock sale, asset sale, or otherwise) pursuant to which MTI has material continuing obligations following the date of this Agreement; (5) any Contract relating to any swap, forward, futures, warrant, option or other derivative transaction; (6) any Contract appointing any agent to act on behalf of MTI or any power of attorney; (7) any option, license, franchise or similar Contract; (8) any employment, severance, retention, change in control or similar Contract with any current or former director, officer or employee with the title of vice-president or higher of MTI in respect of which MTI has or could reasonably be expected to have ongoing payment obligations after the Closing Date; (9) any Contract with a Governmental Authority; (10) any Contract between MTI, on the one hand, and any of its Affiliates, on the other hand; (11) any Contract containing provisions that limit the ability of MTI or any of its Subsidiaries without (or which, following the consummation of the MTI Merger, could restrict the ability of MTI or any financial of its Subsidiaries, including the MTI Survivor and its Subsidiaries) to compete in any business or other with any Person or in any geographic area, or to sell, supply or distribute any of MTI’s services or products (including any non-compete, exclusivity, “most-favored-nation” or similar requirements) or pursuant to which any benefit or right is required to be given or lost, or any penalty on 90-days’ or less noticedetriment is incurred, as a result of so competing or engaging; (v12) any Lease Contract that provides for real property or governs the formation, creation, operation, management or control of any strategic partnership, joint venture, joint development, or similar arrangement or partnership; and (vi13) except for arrangements entered into solely among wholly owned Subsidiaries of MTI, any other Contractual Obligation Contract that is material relates to Indebtedness having an outstanding principal amount in excess of $50,000.00 or conditional sale arrangements, the Company sale, securitization or servicing of loans or loan portfolios, in each case, in connection with which the aggregate actual contingent obligations of MTI and its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of under such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaserare greater than $50,000.00. (b) All Each MTI Material Contract is valid and binding on MTI or the Subsidiary of MTI that is a party thereto and, to the Material Contracts are validKnowledge of MTI, binding each other party thereto, and is in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respectsits terms, except to the extent enforceability may be subject to Equitable Principlesapplicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, and to general equitable principles, and unless expired or terminated in accordance with its terms. The Company is not in material default or breach under any of MTI, its Contractual Obligations or organizational documents Subsidiaries and, to the knowledge Knowledge of the CompanyMTI, no each other party thereto, have performed and complied with all obligations required to be performed or complied with by them under each MTI Material Contract. There is no default under any MTI Material Contract by MTI or any of its Contractual Obligations is in material default or breach thereunder (Subsidiaries or, to the Knowledge of MTI, by any other party, and no event has occurred which that with the passage lapse of time or the giving of notice or both would result in constitute a material default thereunder by MTI or breach by the Company any of its Subsidiaries or, to the knowledge Knowledge of the CompanyMTI, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territorythereto.

Material Contracts. (a) Schedule 3.12(aAll Contracts, including amendments thereto, required to be filed with the SEC as an exhibit to any Company SEC Documents filed on or after January 1, 2023 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) Section 4.12(b) of the Company Disclosure Letter sets forth forth, as of the date hereof, a true and complete list of, and the Company has made available to Parent a true, correct and complete list copy of, each Contract (other than a Company Benefit Plan) in effect as of the following Contractual Obligations (including every written amendment, modification date hereof to which any of the Acquired Companies is a party or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or by which any of its Subsidiaries) to which the Company properties or any of its Subsidiaries is a party: assets are bound that: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the CommissionExchange Act), ; (ii) Contractual Obligations that collectively represent is required to be described pursuant to Item 404 of Regulation S-K promulgated under the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, Securities Act; (iii) Contractual Obligations that collectively represent the top 5 agreements involves (based on revenueA) annual future expenditures or receipts by an Acquired Company of more than $20,000,000 or (B) annual aggregate payments by, or other consideration from, any Acquired Companies of more than $20,000,000, and, in each case of (A) and (B), is not terminable by an Acquired Company for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, convenience without material penalty; (iv) contains any Contractual Obligation non-compete, “most favored nation” or exclusivity provisions with respect to any line of business or geographic area that (A) restricts the business of the Acquired Companies in any material respect, including upon consummation of the transactions contemplated by this Agreement, or that otherwise restricts the lines of business conducted by the Acquired Companies or the geographic area in which the Acquired Companies may conduct business in any material respect, other than any Contracts that may be cancelled without material liability to an Acquired Company upon notice of ninety (90) days or less or (B) would restrict the business of Parent or its Affiliates (other than a Contractual Obligation described the Acquired Companies) or the geographic area in one which Parent or its Affiliates (other than the Acquired Companies) may conduct business upon consummation of the other provisions transactions contemplated by this Agreement; (v) constitutes or relates to an Indebtedness obligation for borrowed money of this Section 3.12(athe Acquired Companies that either (A) without regard has an outstanding principal amount as of the date hereof greater than $20,000,000 or (B) is secured, directly or indirectly, by a Company Property; (vi) requires the Acquired Companies to purchase or sell, as applicable, equity interests of any threshold contained thereinPerson or assets, including through a pending purchase or sale of assets, merger, consolidation or similar business combination transaction, that (together with all of the assets and properties subject to such requirement in such Contract) that involves annual expenditures during the Company’s last fiscal year by the Company have a fair market value or any Company Subsidiary purchase price in excess of $200,000 and is not 100,000,000; (vii) relates to an acquisition, divestiture, merger or similar transaction that has continuing material indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (viii) except to the extent set forth in the Governing Documents of the Company’s Subsidiaries or the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ or the loan documents in effect as of the date hereof evidencing Indebtedness, contains covenants expressly limiting, in any material respect, the ability of the Acquired Companies to sell, transfer, pledge or otherwise cancelable by dispose of any material assets or business of the Company Acquired Companies, taken as a whole; (ix) except to the extent set forth in the Governing Documents of the Company’s Subsidiaries or the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ or the loan documents in effect as of the date hereof evidencing Indebtedness or any Material Company Lease, grants any buy/sell, put option, call option, redemption right, option to purchase, a marketing right, a forced sale, tag or drag right or a right of its Subsidiaries without first offer, right of first refusal or right that is similar to any financial of the foregoing, pursuant to the terms of which any Acquired Company could be required to purchase or sell a material portion of the equity interests or a material portion of the assets of any Person; (x) sets forth the operational terms of a joint venture, partnership, limited liability company or strategic alliance of the Acquired Companies with or involving a third party; (xi) calls for (A) aggregate payments by, or other penalty on 90-days’ consideration from, any of the Acquired Companies of more than $10,000,000 over the remaining term of such Contract or (B) annual aggregate payments by, or other consideration from, any of the Acquired Companies of more than $2,000,000; (xii) relates to the settlement (or proposed settlement) of any pending or threatened Action, in writing, other than any settlement that is covered by insurance or indemnification, or provides solely for the payment of less noticethan $10,000,000; (xiii) pursuant to which any of the Acquired Companies, (vA) receives a license of or other rights or interest with respect to any Lease material Intellectual Property, other than off-the-shelf software, and other than any Contract entered into in the ordinary course of business for real property which the license of or grant of other right or interest with respect to such Intellectual Property is both on a non-exclusive basis and not the primary purpose of such Contract or (viB) grants a license of or other rights or interest with respect to any material Intellectual Property owned by any Acquired Company other Contractual Obligation that than non-exclusive licenses granted in the ordinary course of business; (xiv) is material a Fund Agreement; and (xv) is a Material Company Lease. (c) Each Contract in any of the categories set forth in Section 4.12(a) and (b) to which any of the Company Acquired Companies is a party or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, by which it is bound as of the date hereof is referred to herein as a “Material Contract” ”. (d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole, (i) each Material Contract is legal, valid, binding and collectivelyenforceable on the each Acquired Company 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 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) and (ii) each Acquired Company has performed all obligations required to be performed by it prior to the date hereof under each Material Contracts”); provided Contract and, to the Knowledge of the Company, each other party thereto has performed all obligations required to be performed by it under such Material Contract prior to the date hereof. None of the Acquired Companies nor, to the Knowledge of the Company, any other party thereto, is in breach or violation of, or default under, any 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 Material Contract, except where in each case such breach, violation or default, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. None of the Acquired Companies 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 Material Contract, except for violations, defaults, fees or damages that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as, individually or in the aggregate, would not have, and would not reasonably be expected to have a Company Material Adverse Effect, there are no disputes pending, or, to the Knowledge of the Company, threatened with respect to any Material Contract, and none of the Acquired Companies has received any written notice of the intention of any other party to a Material Contract to terminate for default, convenience or otherwise any Material Contract. (e) Section 4.12(e) of the Company Material Contracts described aboveDisclosure Letter lists each management agreement pursuant to which any third party manages or operates any of the Company Properties on behalf of any Acquired Company, and describes the property that is subject to such list shall identify management agreement, the applicable Acquired Company that is a party, the date of such contract management agreement and any communications each material amendment, guaranty or other agreement binding on the applicable Acquired Company and relating thereto (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a)collectively, the Company has delivered or made available true, correct “Management Agreements”). The true and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All Management Agreements as of the Material Contracts are date hereof have been made available to Parent. As of the date hereof, each Management Agreement is valid, binding and in full force and effect in all material respects and enforceable by as against the applicable Acquired Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge Knowledge of the Company, no as against the other party thereto. None of the Acquired Companies owes any termination, cancellation or other similar fees or any liquidated damages to any of its Contractual Obligations is third-party manager or operator, except for fees or damages that, individually or in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both aggregate, would result in not reasonably be expected to have a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryMaterial Adverse Effect.

Material Contracts. (ai) Schedule 3.12(a) sets forth a trueExcept for this Agreement and except for Contracts filed as exhibits to the Company Reports, correct and complete list as of the following Contractual Obligations date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by: (including every written amendment, modification A) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (B) any Contract involving the payment or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on receipt of amounts by the Company or any of its Subsidiaries, or relating to indebtedness for borrowed money or any financial guaranty, of more than $1,000,000 in any calendar year on its face; (C) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries is could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a party: fair market value or purchase price of more than $1,000,000; (iD) any Contractual Obligation that is a “material contract” Contract relating to the formation, creation, operation, management or control of any joint venture; (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (ivE) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by Contract between the Company or any of its Subsidiaries without and any financial director or executive officer of the Company or any Person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act; and (F) any non-competition Contract or other penalty on 90-days’ Contract that limits or less notice, (v) purports to limit in any Lease for real property or (vi) any other Contractual Obligation that is material to respect the type of business in which the Company or its Subsidiaries (each Contractual Obligation referenced above may engage, the type of goods or services which the Company or its Subsidiaries may manufacture, produce, import, export, offer for sale, sell or distribute or the manner or locations in which any of them may so engage in any business or use their assets. Each such Contract described in clauses (iA) through (viF) individually, above and each such Contract that would be a Material Contract but for the exception of being filed as an exhibit to the Company Reports is referred to herein as a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company . (ii) Each of the Material Contracts described aboveis valid and binding on the Company or its Subsidiaries, such list shall identify as the date of such contract and any communications (written orcase may be, and, to the knowledge Knowledge of the Company, oral) received each other party thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect as would not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. There is no breach or default under any Material Contracts by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which that with the passage lapse of time or the giving of notice or both would result in constitute a material breach or default or breach thereunder by the Company oror its Subsidiaries, to in each case except as would not, or would not reasonably be expected to, individually or in the knowledge of the Companyaggregate, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is have a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryMaterial Adverse Effect.

Material Contracts. (a) Schedule 3.12(a5.9(a) sets forth a true, correct an accurate and complete list of all of the following Contractual Obligations (including every written amendment, modification or supplement Contracts to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company which Seller or any of its Subsidiaries) to which the Company or any of its Subsidiaries Affiliates is a party: party or is otherwise bound with respect to the Business or the Purchased Assets which are in effect on the Effective Date, excluding Easements (each such Contract that is required to be listed on Schedule 5.9(a), except for those referenced in clause (xii) below, the “Material Contracts”): (i) any Contractual Obligation all Transferred Contracts that is a “material contract” individually involved expenditures or issued purchase orders (as such term is defined in Item 601(b)(10whether by or to Seller or an Affiliate thereof) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 1,500,000 in the calendar year ended December 31, 2024; (ii) all Transferred Contracts between Seller and is not otherwise cancelable by the Company or any of its Subsidiaries without Affiliates that will not be terminated prior to Closing that individually is expected to involve future expenditures (whether by or to Seller) in excess of $1,500,000 in any financial year; (iii) all collective bargaining agreements or other penalty on 90-daysagreements with any labor union, employees’ association, or less noticeother employee representative of a group of Business Employees (“Collective Bargaining Agreements”); (iv) all Transferred Contracts providing for the extension of credit by Seller in excess of $1,500,000 in any year, other than the extension of credit to vendors in the Ordinary Course of Business; (v) any Lease all Transferred Contracts for real property gas transportation or gas storage that involved payments by the Business in excess of $1,500,000 in the year ended December 31, 2024; (vi) all Transferred Contracts restricting the right of Seller to compete with any Person or in any line of business or geographic area or containing exclusivity, fixed pricing, “most favored nations” or similar obligations, in each case, that would be binding on, or otherwise impair Buyer’s and its Affiliates’ operation of, the Business after the Closing; (vii) all Transferred Contracts concerning the use, licensing, development or maintenance of Intellectual Property or IT Assets, other than nondisclosure or confidentiality agreements entered into in the Ordinary Course of Business or agreements with Business Employees or independent contractors entered into in the Ordinary Course of Business on the Seller’s or an Affiliate’s form agreement; (viii) all Contracts with any Governmental Entity relating to the Business, the Purchased Assets or the Assumed Obligations (other than customer Contracts in the Ordinary Course of Business) that will involve payment after the Effective Time of any material amount or impose any other Contractual Obligation material obligation (including any conduct-related obligation) after the Effective Time; (ix) all Leases that is are material to the Company operation of the Business as currently conducted with an annual base rent in excess of $5,000,000; (x) all partnership, joint venture, and joint ownership agreements, and all similar material agreements (however named) involving a sharing of assets, profits, losses, costs, or its Subsidiaries Liabilities relating to the Business, the Purchased Assets or the Assumed Obligations; (xi) each Contractual Obligation referenced above Contract that requires any capital commitment or capital expenditure (including any series of related capital expenditures) in clauses respect of the Business of greater than $5,000,000; and (ixii) through all Shared Contracts that individually involved expenditures or issued purchase orders (viwhether by or to Seller or an Affiliate thereof) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company the Business in excess of $1,500,000 in the calendar year ended December 31, 2024. (b) Seller has made available to Buyer copies of all Material Contracts described abovetogether with all material amendments, such list shall identify the date of such contract waivers, and any communications (written orother changes thereto, to the knowledge of the Companywhich are correct and complete in all material respects, oral) received by the Company or its Subsidiaries from any party to such contract or except as set forth on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contractSchedule 5.9(b). Except as set forth on Schedule 3.12(a)5.9(b): (i) each Material Contract is a valid and binding obligation of Seller, the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company against it in accordance with their respective terms in all material respectsits terms, subject to Equitable Principles. The Company is not in material default including by estoppel or breach under any of its Contractual Obligations or organizational documents waiver by the parties thereto, and, to the knowledge Seller’s Knowledge, is a valid and binding obligation of the Company, no each other party thereto, enforceable against it in accordance with its terms, including by estoppel or waiver by the parties thereto, in each case except as the same may be limited by the Remedy Exceptions; and (ii) neither Seller, nor, to Seller’s Knowledge, any of its Contractual Obligations other party thereto, is in material default or breach thereunder (and no event has occurred which with or, upon the passage of time or the giving of notice notice, or both both, would result be) in a material default under or breach by of any Material Contract, in each case, except for breaches, violations, or defaults as would not be material, individually or in the Company oraggregate, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryBusiness.

Material Contracts. (a) Schedule 3.12(a3.16(a) sets forth a true, correct and complete list of all Contracts (other than purchase, sale or service orders executed in the following Contractual Obligations (including every written amendment, modification or supplement to ordinary course of business) of the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) type described below to which the Company or any Business Entities are a party that are in effect on the date of its Subsidiaries this Agreement (each contract that is required to be listed in Schedule 3.16(a), being a party: “Material Contract”): (i) any Contractual Obligation agreement for the purchase by any Business Entity of metal or metal additives that has a remaining term of more than one year and is a “material contract” not terminable without penalty with ninety (as such term is defined in Item 601(b)(1090) days’ notice and requires annual payments by the Business Entities of Regulation S-K of the Commission), $5,000,000 or more; (ii) Contractual Obligations that collectively represent the top 5 agreements any agreement (based on cost) with content licensors other than for the Company purchase of metal or metal additives) for the purchase or sale by any Business Entity of materials, supplies, goods, services, equipment or assets that has a remaining term of more than one year and its Subsidiaries during is not terminable without penalty within ninety (90) days’ notice and requires annual payments to, or receipts by, the Company’s last fiscal year, Business Entities of $2,500,000 or more; (iii) Contractual Obligations other than exclusive distribution agreements, any agreement that collectively represent contains noncompetition covenants that prohibit the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, Business Entities from freely engaging in any business or in any geographic territory or market; (iv) any Contractual Obligation (mortgage, indenture, note, bond or other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard agreement relating to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year Indebtedness incurred by the Company or any Company Subsidiary Business Entities with an outstanding principal amount in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, 250,000; (v) any Lease for real property partnership, joint venture, franchise or other similar equity investment agreements with any Person other than a Business Entity; (vi) any agreement granting any of the Business Entities the right to use, exploit or practice any Intellectual Property owned by third parties (other Contractual Obligation that is material than COTS Licenses) requiring annual payments by the Business Entities of $500,000 or more; (vii) except for transactions between or among Business Entities, any agreement entered during the three-year period prior to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, this Agreement relating to the knowledge acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) having an aggregate purchase price of $5,000,000 or more; (viii) an employment agreement or employment contract between Parent, Aleris International or any Business Entity in which the Companyamount of base salary is in excess of $165,000; (ix) any Contract with any Governmental Entity for the sale of goods or services involving annual payments in excess of $500,000; (x) any lease, oralsublease or similar Contract (including sale-leaseback arrangements) received for personal property with any person involving annual payments in excess of $500,000 and under which (A) any Seller or Business Entity is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any person or (B) any Seller or Business Entity is a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by such Seller or Business Entity; (xi) any Contract entered into in connection with the Company settlement or its Subsidiaries from other resolution of any Action pursuant to which any Seller (solely in connection with the Business) or Business Entity has any ongoing performance obligations, other than Contracts entered into in connection with the settlement or resolution of severance or workers’ compensation matters; (xii) any Contract granting the other party to such contract Contract or on behalf a third party “most favored nation” status that has a remaining term of more than one year and is not terminable without penalty with ninety (90) days’ notice; or (xiii) any such party that such party intends to cancelagreement associated with h▇▇▇▇▇, terminatederivatives or other similar instruments, seek re-bidding in each case, having a termination value in excess of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser$1,000,000. (b) All Sellers have made available to Buyer accurate and complete copies of the each Material Contracts are valid, binding Contract. Each Material Contract is valid and in full force and effect in all material respects and is enforceable by the Company Business Entities, as applicable, in accordance with their respective terms its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought. Except as set forth in all Schedule 3.16(b)(ii), neither Parent nor Sellers have received written notice of any termination, cancellation or threatened termination or cancellation by any party to any Material Contract. (c) None of the Business Entities are in default of in any material respectsrespect, subject to Equitable Principles. The Company is not in material or have received any written notice of any default or breach event that, with notice or lapse of time, or both, would constitute a default in any material respect by the Business Entities under any of its Contractual Obligations or organizational documents and, to Material Contract. To the knowledge of the CompanySellers, no other party to any of its Contractual Obligations a Material Contract is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line material respect of business in any territorysuch Material Contract.

Material Contracts. (a) Other than Contracts existing as of the Closing between the Company or a Subsidiary of the Company, on one hand, and Investor or an Affiliate of Investor, on the other hand, Section 4.18 of the Disclosure Schedule 3.12(a) sets forth a true, correct correct, and complete list of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) all Contracts to which the Company or any of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year or by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by which the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less noticeis bound, (v) any Lease for real property or (vi) any other Contractual Obligation that is are material to the business, operations, financial condition, or results of operations of the Company or any of its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individuallysuch Contracts listed on Section 4.18 of the Disclosure Schedule, a “Material Contract” and collectively, the “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b)in Section 4.18 of the Disclosure Schedule, neither the Company is not party to any Contract with Clean Coal Solutions Services, LLC. (b) Neither the Company nor any of its Subsidiaries has breached or defaulted under, nor is a party to there any non-competition agreement written claim or any other agreement or obligation threat that materially limits or will materially limit the Company or any of its Subsidiaries from engaging has breached or defaulted under, any term or condition of any Material Contract. Each Material Contract is in full force and effect and is a valid and binding agreement of and enforceable against the Company or its Subsidiary, as applicable, and, to the Company’s Knowledge, the other parties thereto, and, to the Company’s Knowledge, no other party to any line such Material Contract is in default under such Material Contract. To the Company’s Knowledge, there are no circumstances that are reasonably likely to occur that could reasonably be expected to adversely affect the Company’s or its Subsidiaries’ ability to perform their obligations under any Material Contract. The Company has delivered to the Investor and the Investor’s legal counsel true, correct, and complete copies of business all Material Contracts (together with all amendments, modifications, and supplements thereto), and no Material Contract has been rescinded or terminated by the Company or the applicable Subsidiary of the Company. (c) Each Contract between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company (excluding its Subsidiaries), on the other hand, was entered into in any territorythe ordinary course of business, is consistent with the past practice of the Company, and is on an arm’s-length basis.

Material Contracts. (a) Schedule 3.12(aSection 3.10 (a) sets forth a true, correct and complete list of the Disclosure Schedules lists each of the following Contractual Obligations Contracts of the Seller and each of its Subsidiaries (including every written amendmentsuch Contracts, modification together with all Contracts concerning the occupancy, management or supplement operation of any Real Property listed or otherwise disclosed in Section 3.10(a) of the Disclosure Schedules, being “Material Contracts”): (i) each agreement of the Seller or any of its Subsidiaries involving aggregate consideration in excess of $2,500 or requiring performance by any party more than one year from the date hereof, which, in the latter case, cannot be cancelled by the Seller or its Subsidiaries without penalty or without more than thirty (30) days’ notice; (ii) each agreement that relates to employment, compensation, severance or consulting between the Seller or any of its Subsidiaries on the one hand and a current or former (to the foregoing extent that any obligations remain outstanding) officer, director, manager, employee, Affiliate or independent contractor of the Seller or any of its Subsidiaries on the other material amendment, modification or supplement hand; (i) all agreements that relate to the foregoing that is binding on sale of any of the Company Seller’s or any of its Subsidiaries’ assets, other than in the ordinary course of business, for consideration in excess of $2,500; (ii) all agreements that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), in each case involving amounts in excess of $2,500; (iii) all agreements relating to Indebtedness of the Seller or its Subsidiaries; (iv) all agreements between or among the Seller or any of its Subsidiaries on the one hand and any Affiliate thereof (other than the Seller or its Subsidiaries) on the other hand; (v) any agreement (A) granting to the Seller or any of its Subsidiaries any right to use, exploit or practice any third party Intellectual Property necessary for or otherwise material to the Business (other than any license for “shrink-wrap,” “click-through” or other “off-the-shelf” software or for other software that is commercially available to the public generally with annual license, maintenance, support and other fees of less than $5,000), or (B) constituting a grant by the Seller or any of its Subsidiaries to any third party of any right to use, exploit or practice any Intellectual Property; (vi) all agreements that relate to the ownership of equity securities of any business or enterprise, including equity securities in joint ventures and minority equity investments; (vii) all franchise, development, royalty, management or other similar agreements; (viii) all agreements, contracts or understandings containing covenants that in any way purport to restrict the business activity of the Seller or its Subsidiaries; and (ix) all collective bargaining agreements or agreements with any labor organization, union or association to which the Company Seller or any of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of Each Material Contract is valid and binding on the Material Contracts are validSeller and its Subsidiaries, binding as applicable, in accordance with its terms and is in full force and effect in all material respects (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principlesgeneral equitable principles). The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge None of the Company, no other party to any of Seller or its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company Subsidiaries or, to the knowledge of the CompanySeller’s Knowledge, by any other party thereunder). Except as set forth on Schedule 3.12(bthereto is in breach of or default under (or is alleged to be in breach of or default under), neither or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the Company nor acceleration or other changes of any of its Subsidiaries is a party to any non-competition agreement or any other agreement right or obligation that materially limits or will materially limit the Company or loss of any benefit thereunder. Complete and correct copies of its Subsidiaries from engaging in any line of business in any territoryeach Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer.

Material Contracts. Schedule 2.8 sets forth a list of all of the following contracts and agreements for the Company and the Subsidiaries: (a) Schedule 3.12(a) sets forth a trueall contracts or leases, correct and complete list guarantees of the following Contractual Obligations (including every written amendmentcontracts or leases, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) with respect to which the Company or any Subsidiary has a stated obligation or expected payments of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) more than $100,000 within the period from the date of Regulation S-K of the Commission)this Agreement through December 31, (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year2013, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described purchase orders entered into in one the ordinary course of business; (b) contracts relating to Closing Indebtedness, the other provisions borrowing of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during money, the Company’s last fiscal year guaranty by the Company or any Subsidiary of any obligation for the borrowing of money or any capital lease; (c) contracts under which the amount payable by the Company or any Subsidiary is dependent on the revenue, income or other similar measure of the Company, any Subsidiary or any other Person and the expected payments by the Company or such Subsidiary thereunder is expected to exceed $100,000 within the period from the date of this Agreement through December 31, 2013; (d) agreements with any non-compete, exclusivity or “most favored nation” provision that restricts the ability of the Company or any Subsidiary to conduct business in any material respect; (e) employment agreements that contemplate payments by the Company or any Subsidiary in excess of $200,000 and is not otherwise cancelable 100,000 per annum (excluding statutory employment agreements required by any foreign Legal Requirement below $150,000 per annum); (f) contracts with any labor union or association relating to current employees of the Company or any Subsidiary, or collective bargaining agreements; (g) contracts with any Affiliate of its Subsidiaries without the Company; (h) material original equipment manufacturer, supply, distribution or reseller agreements; (i) material research and development agreements; (j) contracts with Governmental Authorities or state corporations, involving a stated obligation or expected payments of more than $100,000; (k) material strategic alliance, partnership or joint venture agreements; (l) contracts with any financial or other penalty on 90-days’ or less notice, Material Customer; (vm) contracts with any Lease Material Vendor; (n) contracts providing for real property or consultation services in excess of $100,000 per annum; (vio) any other Contractual Obligation that is material to contracts for which the Company or its Subsidiaries any Subsidiary is the recipient or grantor of a license or sublicense (each Contractual Obligation referenced above of any tier) of any Intellectual Property, except licenses to software that is generally commercially available (the “IP Licenses”); (p) all Leases; (q) contracts involving the purchase, storage or disposal of Hazardous Substances; and (r) contracts involving the government of or performance in clauses a foreign state against which the United States now has or has maintained within the last five (i5) through (vi) individually, years trade sanctions or travel restrictions or which the United States has listed as a “Material Contract” and collectively, terrorist state. All of the foregoing contracts are sometimes collectively referred to herein as the “Material Contracts”); provided that.” The Company has made available to Parent true and correct copies of all Material Contracts. The Company or such Subsidiary, with respect to Company Material Contracts described aboveas the case may be, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by each other party thereto has performed all material obligations required thereunder. Neither the Company or its nor any of the Subsidiaries from is in default in any party to such contract or on behalf material respect of any such Material Contract. To the knowledge of the Company, no third party that such party intends to cancel, terminate, seek re-bidding is in default in any material respect of or fail to renew such contractany Material Contract. Except as set forth on Schedule 3.12(a)2.4, neither the Company has delivered or made available true, correct execution and complete copies delivery of all such Contractual Obligations to counsel to Purchaser. (b) All this Agreement nor the consummation of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under Transactions will afford any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with a Material Contract the passage of time or the giving of notice or both would result in a material default or breach by the Company or, right to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryterminate such Material Contract.

Material Contracts. (a) Schedule 3.12(a3.18(a) of the Contributor Disclosure Letter sets forth a true, correct true and complete list list, as of the Execution Date, of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or which any of its Subsidiaries) to the Contributor Subsidiaries is party or by which the Company or any of its Subsidiaries is a party: their respective assets are bound: (i) each contract that provides for the acquisition, disposition, license, use, distribution, or outsourcing of assets, services, rights, or properties with respect to which Contributor reasonably expects that the Contributor Subsidiaries will make annual payments in excess of $10,000,000 or aggregate payments in excess of $100,000,000; (ii) each contract relating to Indebtedness for Borrowed Money or the deferred purchase price of property by any Contractual Obligation of the Contributor Subsidiaries (whether incurred, assumed, guaranteed, or secured by any asset), other than agreements solely between or among the Contributor Subsidiaries, or those involving an amount of Indebtedness for Borrowed Money or deferred purchase price, individually or in the aggregate, of no more than $100,000,000; (iii) any acquisition or divestiture contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, for which any Contributor Subsidiary may be liable; (iv) each contract for lease of personal property or real property (other than the Contributor Real Property Leases and the Contributor Rights-of-Way) involving payments in excess of $10,000,000 in any calendar year or aggregate payments in excess of $100,000,000 that are not terminable without penalty or other liability to the Contributor Subsidiaries (other than any ongoing obligation pursuant to such contract that is not caused by any such termination) within 60 days; (v) each contract that is a “non-competition contract or other contract that (A) purports to limit in any material contract” respect either the type of business in which the Contributor Subsidiaries may engage or the manner or locations in which any of them may so engage in any business, (as such term is defined in Item 601(b)(10B) could require the disposition of Regulation S-K any material assets or line of business of the Commission)Contributor Subsidiaries, or (C) prohibits or limits the rights of the Contributor Subsidiaries to make, sell, or distribute any products or services, or use, transfer, or distribute, or enforce any of their rights with respect to, any of their material assets; (vi) each Hydrocarbon purchase and sale, gathering, treating, transportation, processing, compression or similar contracts entered into by any Contributor Subsidiary that (A) (1) if a fee-based contract, provides for aggregate payments to or from such Contributor Subsidiary during any fiscal year in excess of $25,000,000, or (2) if a percentage of proceeds contract, is reasonably anticipated to result in a share of proceeds retained by such Contributor Subsidiary for its own account during any such fiscal year in excess of $25,000,000, or (B) (y) involves the gathering, treating, transportation, processing, compression, purchase, sale, or storage of more than 50 MMcf of gaseous Hydrocarbons per day, or 2,500 barrels of liquid Hydrocarbons per day, or (2) provides for an acreage dedication or similar commitment; (vii) each contract for any Derivative Transaction; (viii) each collective bargaining agreement or other labor-related contract with a labor union, works council, or other labor organization; (ix) any employment contract that (i) requires annualized base salary payments in excess of $150,000, (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors provides for the Company and its Subsidiaries during the Company’s last fiscal yearchange in control or transaction bonuses, or (iii) Contractual Obligations that collectively represent the top 5 agreements provides for severance in excess of one month of base salary or notice of termination in excess of thirty (based on revenue30) for distribution services and cooperation agreements days; (x) each material partnership, joint venture, or limited liability company agreement; (xi) each agreement under which any of the Company and its Contributor Subsidiaries during the Company’s last fiscal year, (iv) has advanced or loaned any Contractual Obligation (other than a Contractual Obligation described in one amount of the other provisions of this Section 3.12(a) without regard money to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company of its officers, directors, employees, or any Company Subsidiary consultants, in each case with a principal amount in excess of $200,000 150,000; (xii) any contract not entered into in the ordinary course of business that is a water rights agreement or disposal agreement or relates to the sourcing, transportation, or disposal of water (including brine water and is not otherwise cancelable flowback water) that (A) provides for an acreage dedication in excess of 10,000 gross surface acres, or (B) that could reasonably be expected to result in the receipt or payment by any of the Company Contributor Subsidiaries of an amount in excess of $100,000,000 over the remaining term of such agreement; (xiii) any contract that provides for a “take-or-pay” clause or any similar prepayment obligation, acreage dedication, minimum volume commitments, area of its Subsidiaries without any financial mutual interest or other penalty on 90-days’ or less notice, capacity reservation fees; (vxiv) any Lease for real property or contract with any Governmental Entity (viother than the Contributor Permits); (xv) any contract that obligates any of the Contributor Subsidiaries to make any future capital commitment, loan, or expenditure in an amount in excess of $100,000,000; (xvi) each contract for any Contributor Related Party Transaction; (xvii) each agreement that contains any “most favored nation” or most favored customer provision, call or put option, preferential right, or rights of first or last offer, negotiation, or refusal, other Contractual Obligation that than those contained in any agreement in which such provision is solely for the benefit of the Contributor Subsidiaries, to which any of the Contributor Subsidiaries is subject, and is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge business of the CompanyContributor Subsidiaries, oraltaken as a whole; (xviii) received by each contract that constitutes a pipeline interconnect or facility operating agreement; (xix) any contract whereby the Company Contributor Subsidiaries lease capacity (whether firm or its Subsidiaries from interruptible) on a third party pipeline or lease capacity on the Contributor Midstream Facilities to a third-party shipper; and (xx) any party other contract that requires or entitles any Contributor Subsidiary to such make or receive payments of $10,000,000 or more annually; provided, however, that Contributor shall have no obligation to list any contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a)3.18(a) of the Contributor Disclosure Letter to which Permian Highway JV is a party, the Company has delivered or made available true, correct and complete copies of but all such Contractual Obligations to counsel to Purchasercontracts shall otherwise constitute Contributor Contracts for purposes of Section 3.18(b). (b) All Collectively, the contracts set forth in Section 3.18(a) (excluding, for the avoidance of doubt, any Contributor Real Property Lease or Contributor Right-of-Way) are herein referred to as the “Contributor Contracts.” A complete and correct copy of each of the Contributor Contracts has been made available to the Company. Except as has not had and would not have, individually or in the aggregate, a Contributor Material Contracts are Adverse Effect, each Contributor Contract is legal, valid, binding binding, and enforceable in accordance with its terms on the Contributor Subsidiary that is a party thereto and, to Contributor’s Knowledge, each other party thereto, and is in full force and effect effect, subject, as to enforceability, to Creditors’ Rights. Except as has not had and would not have, individually or in all material respects and enforceable by the Company aggregate, a Contributor Material Adverse Effect, (i) neither Contributor nor any of the Contributor Subsidiaries is in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material breach or default or breach under any of its Contractual Obligations or organizational documents andContributor Contract nor, to the knowledge of the CompanyContributor’s Knowledge, no is any other party to any of its Contractual Obligations is such Contributor Contract in material breach or default or breach thereunder thereunder, and (and ii) no event has occurred which that with the passage lapse of time or the giving of notice or both would result in constitute a material default or breach thereunder by the Company Contributor Subsidiaries, or, to the knowledge of the CompanyContributor’s Knowledge, by any other party thereunder)thereto. Except as set forth on Schedule 3.12(b)There are no disputes pending or, to Contributor’s Knowledge, threatened with respect to any Contributor Contract and neither the Company Contributor nor any of its the Contributor Subsidiaries is a has received any written notice of the intention of any other party to any non-competition agreement Contributor Contract to terminate for default, convenience, or otherwise any other agreement Contributor Contract, nor Contributor’s Knowledge, is any such party threatening to do so, in each case except as has not had or obligation that materially limits would not have, individually or will materially limit in the Company or any of its Subsidiaries from engaging in any line of business in any territoryaggregate, a Contributor Material Adverse Effect.

Material Contracts. (a) Schedule 3.12(a) 6.11 sets forth a true, correct and complete list all of the following Contractual Obligations (including every written amendment, modification Orders or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) Contracts to which the Company or any of its Subsidiaries Seller is a party: party or by which it is bound and that are currently in effect (or by which the Potential Acquired Assets may be bound or affected) other than the Leases (collectively, whether or not disclosed on Schedule 6.11, the “Material Contracts”): (i) with any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) labor union or association representing any Employees of Regulation S-K of the Commission), any Seller; (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during sale after the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) date hereof of any Potential Acquired Asset owned or used by Sellers for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary consideration in excess of $200,000 15,000,000; (iii) relating to the pending acquisition by any Seller of any operating business or the capital stock of any other Person; (iv) which is an IP License with respect to which annual payments or consideration furnished by or to Sellers pursuant to such IP License with respect to the Business is in excess of fifteen million dollars ($15,000,000) in the Current Fiscal Year (other than, (A) in the case of Inbound IP Licenses, (x) off-the-shelf, non-customized computer programs, and is not otherwise cancelable (y) non-exclusive licenses granted by suppliers and other service providers of Sellers, in each case, to the Company extent necessary to use, sell and offer to sell the products and services of such suppliers or any service providers, as applicable, and entered into in the Ordinary Course of its Subsidiaries without any financial Business; and (B) in the case of Outbound IP Licenses, non-exclusive licenses to customers, suppliers, vendors and other service providers of Sellers, in each case to the extent necessary for their respective use of the products and services of the Business or other penalty for the manufacture of products on 90-days’ behalf of Sellers or less notice, provision of services to Sellers in connection therewith and entered into in the Ordinary Course of Business); (v) which involve any Lease for real property Potential Transferred Agreement (other than purchase orders entered into in the Ordinary Course of Business) the performance of which involves payment by or to any of Sellers of consideration in excess of $15,000,000 over the Current Fiscal Year and which cannot be canceled by notice of ninety (90) days or fewer without penalty or payment; and (vi) any other Contractual Obligation that is which regard the employment, services, consulting, termination or severance from employment relating to or for the material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf benefit of any such party that such party intends to canceldirector, terminateofficer, seek re-bidding employee, independent contractor or consultant of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct any Seller and complete copies require annual payments by any Seller in excess of all such Contractual Obligations to counsel to Purchaser$400,000. (b) All Sellers have delivered to Buyer true and complete copies of such Material Contracts and any and all amendments, modifications, supplements, exhibits and restatements thereto and thereof in effect as of the date of this Agreement; provided, however, that Sellers shall not be required to deliver any Material Contracts are validContract or amendment, binding modification, supplement, exhibit or restatement thereto that cannot be located notwithstanding the reasonable efforts of Sellers to locate such document if and only if such Material Contract is not an Assigned Agreement. (c) Each Material Contract is in full force and effect, has not been amended, modified or supplemented and is the valid and binding obligation of the Seller party thereto, and to the Knowledge of Sellers, each other party thereto, in each case except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditor’s rights generally or general principles of equity. (d) If any Material Contract were to be designated by Buyer for assignment as an Assigned Agreement, upon entry of the Approval Order and payment of the Cure Costs, no Seller is in all material respects and enforceable by the Company breach or in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryMaterial Contract.

Material Contracts. (a) Schedule 3.12(aThe Company has made available to Parent (or Parent has otherwise had access to) sets forth a true, correct and complete list copies of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) each Contract to which the Company or any of its Subsidiaries is a party: party or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound (other than any of the foregoing between the Company, the Company Subreits and any of their respective wholly owned Subsidiaries or between any wholly owned Subsidiaries of the Company or the Company Subreits), as of the date hereof, that: (i) any Contractual Obligation that is 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 promulgated under the Commission), Securities Act; (ii) Contractual Obligations that collectively represent the top 5 agreements relates to (based on costA) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements Indebtedness of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or Subsidiaries, except for Contracts relating to less noticethan $30 million of Indebtedness in the aggregate, (v) any Lease for real property or (viB) the sale, securitization or servicing of loans or loan portfolios of the Company or any other Contractual Obligation of its Subsidiaries; (iii) would materially restrict the ability of Parent or its Subsidiaries (including the Surviving Entity) to compete in any line of business that is material to the Company or Parent and its Subsidiaries (each Contractual Obligation referenced above or in clauses (i) through (vi) individually, a “Material Contract” any geographic territory that is material to Parent and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser.Subsidiaries; (biv) All of the Material Contracts are validlimits, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default restricts or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit prohibits the Company or any of its Subsidiaries from engaging entering into or participating in any line transaction or arrangement involving the investment in the Company or any of its Subsidiaries by any Person; (v) relates to the acquisition or disposition, directly or indirectly (by merger or otherwise), not yet consummated, of material assets or capital stock or other equity interests of another Person or any Company Real Property; (vi) is a Real Property Lease relating to a Company Facility; (vii) by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $5 million per annum or $15 million over the remaining term of such Contract, other than Real Property Leases and the type of Contracts described in clause (ii) above and other than in the ordinary course of business procurement or sale Contracts for supplies of goods or services or Contracts that may be terminated without penalty upon ninety (90) days advance written notice or Contracts that cover the procurement or sale of supplies of goods or services; (viii) could result in liability on the part of the Company or any territoryof its Subsidiaries in respect of any purchase price adjustment, earn-out or contingent purchase price obligation; (ix) is a Contract entered by the Company through its purchase department and that provides for (i) “most favored nation” rights with respect to existing or future Affiliates of the Company, or (ii) provides for “exclusivity” or any similar requirements in favor of any Person, other than ordinary course of business procurement or sale Contracts for supplies of goods or services or Contracts; or (x) obligates the Company to make any capital commitment or expenditure (including pursuant to any renovation, construction or development project) in excess of $5 million per annum, excluding any payment obligation budgeted for in the Company’s 2018 budget. Each Contract of the type described in clauses (i) through (x) above is referred to herein as a “Specified Contract.”

Material Contracts. (a) Schedule 3.12(aSection 3.8(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of the following Contractual Obligations (including every written amendmentContracts, modification or supplement to other than the foregoing or other material amendmentEmployee Benefit Plans, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is is, as of the date of this Agreement, a party: party (each Contract required to be set forth on Section 3.8(a) of the Company Disclosure Schedules, together with each of the Contracts entered into after the date of this Agreement that would be required to be set forth on Section 3.8(a) of the Company Disclosure Schedules if entered into prior to the execution and delivery of this Agreement, collectively, the “Material Contracts”): (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Contract relating to Indebtedness of the Commission), Company or any of its Subsidiaries or to the placing of a Lien (other than any Permitted Lien) on any material assets or properties of the Company or any of its Subsidiaries; (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for any Contract under which the Company and or any of its Subsidiaries during is lessee of or holds or operates, in each case, any material tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the Company’s last fiscal year, aggregate annual rental payments do not exceed $500,000; (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of any Contract under which the Company and or any of its Subsidiaries during the Company’s last fiscal yearis lessor of or permits any third party to hold or operate, (iv) in each case, any Contractual Obligation tangible property (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year real property), owned or controlled by the Company or any of its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iv) any Contract for any material joint venture, partnership, collaboration or strategic alliance; (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company Subsidiary or any of its Subsidiaries to engage or compete in excess any line of $200,000 and is not otherwise cancelable business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Priveterra or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions, or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or any of its Subsidiaries to sell, manufacture, develop, commercialize, test or research the Company Products, directly or indirectly through third parties, in any material respect or that would so limit or purports to limit, in any material respect, Priveterra or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or any of its Subsidiaries without in an amount in excess of (A) $500,000 annually, or (B) $1,500,000 over the life of the agreement; (vii) any financial Contract requiring the Company or any of its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of the Company or any of its Subsidiaries, in each case in excess of $500,000; (viii) any Contract under which the Company or any of its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person or made any capital contribution to, or other penalty on 90-days’ or less noticeinvestment in, any Person, in each case in excess of $500,000; (vix) any Lease for real property Contract required to be disclosed on Section 3.20 of the Company Disclosure Schedules; (x) any Contract with any Person (A) pursuant to which the Company or any of its Subsidiaries (or Priveterra or any of its Affiliates after the Closing) may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events, in each case, relating to Company Products, or (viB) under which the Company or any of its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any Company Product or any Company Business Intellectual Property; (xi) any Contract (A) for the employment or engagement of any Key Employee of the Company or any of its Subsidiaries, or (B) providing for any Change of Control Payment of the type described in clause (a) of the definition thereof; (xii) any Contract (A) executed with any current director, manager, officer, employee, Contingent Worker or other Contractual Obligation individual service provider of the Company or any of its Subsidiaries that is material to provides for severance benefits, or (B) entered into by the Company or any of its Subsidiaries that constitutes a collective bargaining agreement or any other agreement executed between the Company or its Subsidiary, as applicable, and a union or similar organization; (xiii) any Contract for the disposition of any material portion of the assets or business of the Company or any of its Subsidiaries or for the acquisition by the Company or any of its Subsidiaries of the material assets or business of any other Person (each Contractual Obligation referenced above other than acquisitions or dispositions made in clauses (i) through (vi) individuallythe ordinary course of business), a “Material Contract” and collectively, “Material Contracts”); provided that, or under which the Company or any of its Subsidiaries has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation; (xiv) any Contract pursuant to which the Company Material Contracts described aboveor any of its Subsidiaries (A) obtains any right to use, such list shall identify or covenant not to be sued under, any Intellectual Property Right (other than any license for Off-the-Shelf Software), or (B) grants any right to use, or covenant not to be sued under, any Intellectual Property Right (other than non-exclusive licenses granted in the ordinary course of business consistent with past practice); (xv) any settlement, conciliation or similar Contract (A) the performance of which would be reasonably likely to involve any payments after the date of such contract and this Agreement by the Company or any communications of its Subsidiaries, (written orB) with a Governmental Entity or which relates to alleged criminal wrongdoing, (C) that imposes, at any time in the future, any material, non-monetary obligations on the Company or any of its Subsidiaries (or Priveterra or any of its Affiliates after the Closing), or (D) which requires the Company or any of its Subsidiaries to accept or concede material injunctive relief; and (xvi) any other Contract the knowledge performance of which requires either (A) annual payments by the Company or any of its Subsidiaries in excess of $500,000, or (B) aggregate payments by the Company or any of its Subsidiaries in excess of $1,500,000 over the life of the Companyagreement and, oral) received in each case, that is not terminable by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancelSubsidiary, terminateas applicable, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaserwithout penalty upon less than sixty (60) days’ prior written notice. (bi) All of the Each Material Contracts are valid, Contract is valid and binding and in full force and effect in all material respects and enforceable by on the Company in accordance with their respective terms in all material respectsor its Subsidiary, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents as applicable, and, to the knowledge of the Company, no other party to any of its Contractual Obligations the counterparty thereto, and is in material default or breach thereunder full force and effect, and (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by ii) the Company orand its Subsidiaries and, to the knowledge of the Company, by the counterparties thereto, are not in material breach of, or default under, any other party thereunder). Except as set forth on Schedule 3.12(b)Material Contract, neither and, to the Company nor any knowledge of its Subsidiaries is a party the Company, there are no facts or circumstances which would, or which would reasonably be expected to, lead to any non-competition agreement such breach or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territorydefault.

Material Contracts. (a) SECTION 3.14 of the Company Disclosure Schedule 3.12(a) sets forth a truelists, correct and complete list as of the date hereof, each of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any types of its Subsidiaries) Contracts to which the Company or any of its Subsidiaries is a party: party or by which any of their respective properties or assets is bound and under which any party thereto has continuing rights or obligations (in each case, excluding any Company Benefit Plan) (such Contracts of the type described in this SECTION 3.14(a), whether or not set forth in SECTION 3.14 of the Company Disclosure Schedule, the “Material Contracts”): (i) any Contractual Obligation Contract that is 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-S K of under the Commission), Securities Act; (ii) Contractual Obligations any Contract that collectively represent (A) limits the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements ability of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without to compete in any financial material respect in any line of business or other penalty on 90-days’ with any Person or less noticein any geographic area, (vB) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit requires the Company or any of its Subsidiaries from engaging to conduct any business on a “most favored nations” basis with any third party, (C) grants a third party marketing or distribution rights relating to any compound or product being developed by the Company or any Subsidiary of the Company, whether or not yet on the market, (D) requires the Company to purchase a minimum quantity of goods or supplies relating to any compound or product being developed by the Company or any Subsidiary of the Company, whether or not yet on the market, in favor of any third party or (E) provides for “exclusivity” or any similar requirement in favor of any third party; (iii) any Contract governing any joint venture, partnership or similar arrangement; (iv) any Contract constituting Indebtedness and having an outstanding principal amount in excess of $10,000; (v) any Contract with any Governmental Entity (excluding Permits); (vi) any Contract with (A) any directors or officers of the Company or any of its Subsidiaries, or (B) any Person that, by itself or together with its Affiliates or those acting in concert with it, beneficially owns, or has the right to acquire beneficial ownership of, at least five percent (5%) of the outstanding shares of Common Stock, other than with respect to clause (A) (x) employee benefits provided under Company Benefit Plans, (y) standard confidentiality and assignment of inventions agreements in the form previously provided to Parent and (z) any Contracts related to the purchase or issuance of Shares and the issuance of Company Options; (vii) any Contract which, upon the execution or delivery of this Agreement or the consummation of the transactions contemplated by this Agreement may, either alone or in combination with any other event, result in any line payment (whether of severance pay or otherwise) becoming due from the Company, Parent or any of their respective Subsidiaries to any officer or employee of the Company or any of its Subsidiaries; (viii) any Contract pursuant to which the Company or any of its Subsidiaries licenses to (an “Outbound IP Agreement”) or licenses from (an “Inbound IP Agreement”) any third party any Intellectual Property that is used in the conduct of the business of the Company and the Subsidiaries of the Company as currently conducted, including any such Intellectual Property that is used in or related to the development, marketing, labeling, promotion, sale, use, handling or manufacture of each FDA Regulated Product and any territory.other compound or product being developed by the Company or any Subsidiary of the Company, whether or not yet on the market; provided, that the Company shall not be required to list the following Contracts on SECTION 3.14

Material Contracts. (a) Section 3.18(a) of the Company Disclosure Schedule 3.12(a) sets set forth a true, correct an accurate and complete list of all of the following Contractual Obligations types of Contracts to which any Group Company is a party as of the date of this Agreement, excluding in each case, Contracts under which such Group Company has no material outstanding rights or obligations (such Contracts, the “Material Contracts”): (i) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to (A) the formation, creation, operation, management or control of a partnership, joint venture, limited liability company or similar arrangement with any Group Companies making investment in the amount of more than US$5,000,000, (B) strategic cooperation or partnership arrangements, or (C) other similar agreements outside the ordinary course of business involving a sharing of profits, losses, costs or liabilities by any Group Company in an amount material to the Company; (iii) any Contract involving a loan (other than accounts receivable in the ordinary course of business) or advance to (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person other than a Group Company or any Contract relating to the making of any such loan, advance or investment, in each case only if material to the financial status of the Company; (iv) any Contract involving Indebtedness of the Company or any of its Subsidiaries except for any Indebtedness (A) as set forth in the consolidated financial statements of the Company and its Subsidiaries (including every written amendmentthe notes thereto) included in the Company’s annual report on Form 20-F filed with the SEC on April 23, modification 2021, (B) incurred in the ordinary course of business consistent with past practice as of December 31, 2020, (C) incurred pursuant to this Agreement or supplement in connection with the Transactions, or (D) to the foregoing knowledge of the Company, not in excess of RMB20,000,000; (v) any Contract (including so called take-or-pay or keep-well agreements) under which any person (other material amendment, modification or supplement to the foregoing that is binding on than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries in excess of RMB10,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries, other than a Permitted Encumbrances; (vii) any financial advisory Contract in excess of RMB10,000,000; (viii) any Contract for the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that have a fair market value or purchase price of more than RMB100,000,000 (by merger, purchase or sale of assets or stock or otherwise) or pursuant to which the Company or any of its Subsidiaries is a party: have continuing, indemnification, guarantee, “earn-out” or other contingent payment obligations; (iix) any Contractual Obligation that is a “material contract” (as such term is defined Contracts relating to or in Item 601(b)(10) connection with any outstanding resolution or settlement of Regulation S-K of the Commission)any actual or threatened litigation, (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal yeararbitration, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (claim or other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary dispute in excess of $200,000 and is not otherwise cancelable RMB10,000,000; (x) any Contract for the employment of any officer, individual employee or other person by the Company or any of its Subsidiaries without on a full-time or consulting basis or any financial severance agreements calling for payments in excess of RMB10,000,000 annually; (xi) any non-competition Contract or other penalty on 90-days’ Contract that purports to limit, curtail or less noticerestrict in any material respect the ability of the Company or any of its Subsidiaries to compete in any geographic area, (v) any Lease for real property industry or (vi) any other Contractual Obligation line of business that is material to the business of the Group Companies taken as a whole; (xii) any Contract that contains a put, call or similar right outside the ordinary course of business of the Company or pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than US$5,000,000; (xiii) any Contract (other than Contracts granting Company Options) pursuant to which any other party has the right to terminate such Contract as a result of this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any payment in excess of RMB25,000,000 to be made by the Company and/or any of its Subsidiaries or (B) the value of the outstanding receivables due to the Company and/or its Subsidiaries under such Contract is in excess of RMB10,000,000; (xiv) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of the Company or any of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guarantee by the Company or any of its Subsidiaries; (xv) any Contract providing for (A) a license, covenant not to s▇▇ or other right granted by any person under any Intellectual Property to the Company or any of its Subsidiaries, (B) a license, covenant not to s▇▇ or other right granted by the Company or any of its Subsidiaries to any person under any Intellectual Property, other than agreements for off-the-shelf Software, (C) an indemnity of any person by the Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or violation of any Intellectual Property right, or (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any person by reason of the ownership, use, sale or disposition of Intellectual Property in each Contractual Obligation referenced above case only if material to the Company; (xvi) any material Contract outside the ordinary course of business of the Company or not on arm’s length terms between the Company or any of its Subsidiaries, on one hand, and any Affiliate or other entity in clauses which any Group Company has a direct or indirect equity interest, or director, or executive officer, or any person beneficially owning five percent (5%) or more of the outstanding Equity Securities of any Group Company or any of their respective Affiliates (other than the Group Companies), or immediate family members or any of the respective Affiliates of such family members, on the other hand; (xvii) any Contract with a currently effective “standstill” restriction on any person with respect to the Company’s securities; or (xviii) any Contract which have not been covered by subsections (i) through (vixvii) individuallythat is outside the ordinary course of business and involves consideration of more than RMB10,000,000, in the aggregate, over the remaining term of such Contract. (b) Except as would not have a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described aboveAdverse Effect, (i) each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against the such list shall identify Group Company in accordance with its terms, subject to the date of such contract Bankruptcy and any communications Equity Exception; (written or, ii) to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to canceleach Material Contract is a legal, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct valid and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All binding obligation of the Material Contracts are validcounterparty thereto, binding and in full force and effect in all material respects and enforceable by the Company against such counterparty in accordance with their respective terms in all material respectsits terms, subject to Equitable Principles. The the Bankruptcy and Equity Exception, (iii) no Group Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party counterparty, is or is alleged to be in breach or violation of, or default under, any of its Contractual Obligations is in material default or breach thereunder Material Contract; (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, iv) to the knowledge of the Company, by no person intends to terminate or cancel any other party thereunder). Except as set forth on Schedule 3.12(b)Material Contract; (v) no Group Company has received any written claim of default under any such Material Contract and, to the Company’s knowledge, no fact or event exists that would give rise to any claim of default under any Material Contract; and (vi) neither the Company execution of this Agreement nor the consummation of any Transaction shall constitute a material default under, give rise to cancellation rights under, or otherwise adversely affect any of its Subsidiaries is a party the material rights of any Group Company under any Material Contract. The Company has furnished or made available to Merger Sub true and complete copies of all Material Contracts, including any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryamendments thereto.

Material Contracts. (a) Schedule 3.12(aExcept as set forth in Section 3.9(a) sets forth a true, correct and complete list of the following Contractual Obligations Company Disclosure Letter, as of the date hereof, neither of the Company nor any of its Subsidiaries is a party to or bound by any: (including every written amendmenti) contract (other than this Agreement or a Company Plan) that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC; (ii) indenture, modification or supplement to the foregoing credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other material amendmentevidence of Indebtedness or agreement providing for Indebtedness in excess of $10,000,000; (iii) written contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of product in the ordinary course of business); (iv) collective bargaining agreement; (v) written contract that contains a put, modification call, right of first refusal or supplement similar right pursuant to the foregoing that is binding on which the Company or any of its SubsidiariesSubsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person; (vi) settlement agreement or similar agreement with a Governmental Entity or Order to which the Company or any of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable party involving future performance by the Company or any of its Subsidiaries without which is material; (vii) contract providing for indemnification (including any financial obligations to advance funds for expenses) of the current or other penalty on 90-days’ former directors or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to officers of the Company or any of its Subsidiaries; or (viii) other contract (other than this Agreement, purchase orders for the purchase of inventory or agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) under which the Company and its Subsidiaries (each Contractual Obligation referenced above are obligated to make or receive payments in the future in excess of $10,000,000 per annum or $20,000,000 during the life of the contract. Each such contract described in clauses (ii)-(viii) through (vi) individually, is referred to herein as a “Material Contract” and collectively, “Material Contracts.”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b)would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is a (and, to the Knowledge of the Company, no other party to is) in default under any non-competition agreement or any other agreement or Material Contract, (ii) each of the Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation that materially limits or will materially limit of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) 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, (iii) the Company and its Subsidiaries have performed all respective material obligations required to be performed by them to date under the Material Contracts, are not and no circumstance exists, which (with or without the lapse of time or the giving of notice, or both) would cause them to be, in breach thereunder and (iv) neither the Company nor any of its Subsidiaries from engaging in has received any line notice of business in termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any territoryMaterial Contract.

Material Contracts. (a) Schedule 3.12(a) sets forth a trueExcept for this Agreement, correct the Parent Benefit Plans and complete list of the following Contractual Obligations (including every written amendment, modification or supplement agreements filed as exhibits to the foregoing Parent SEC Documents or other material amendmentto any forms, modification reports or supplement documents filed with the SEC subsequent to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or date hereof, neither Parent nor any of its Subsidiaries is a party: party to or bound by: (i) any Contractual Obligation coal supply agreement, coal transportation agreement, power sale, power purchase or offtake agreement or other fuel purchase, sale or transportation agreement that (A) is subject to profit-sharing arrangements where the amount required to be shared with a third party could reasonably be expected to exceed $400 million over the life of the transaction, (B) contains “take or pay,” “liquidated damages” or “termination, closeout or liquidation” provisions associated with a transaction with a notional amount of $2 billion or more or (C) creates actual indebtedness of Parent or results in imputed indebtedness to Parent as assigned by Standard & Poor’s or ▇▇▇▇▇’▇ in an amount greater than $400 million (using customary discounting); provided, for the purposes of this Section 5.20(a)(i), any imputed indebtedness amount associated with a physical power transaction entered into by Parent or any of its Subsidiaries (the “Parent Power Purchaser”) shall be net of expected ISO revenues related to the capacity rights and other related energy products assigned to the Parent Power Purchaser in such transaction for the years in which such capacity or other related energy products have been sold prior to the execution of such transaction in a forward ISO capacity auction; provided, however, such netting only shall occur with respect to a power transaction if the transaction (i) specifies the generation unit which will be the source of the power, capacity and other related energy products delivered to the Parent Power Purchaser and (ii) assigns the rights to the ISO revenues for such capacity or other related energy products in such years to the Parent Power Purchaser; (ii) any Contract imposing any material restriction on the right or ability of Parent or any of its Subsidiaries to (A) compete with any other Person, (B) acquire or dispose of the securities of another Person or (C) engage or compete in any line of business or in any geographic area or that contains restrictions on pricing or exclusivity or non-solicitation provisions with respect to customers; or (iii) any Contract with an aggregate principal amount, or providing for an aggregate obligation, in excess of $200 million (A) evidencing any credit facility of Parent or any of its Subsidiaries or (B) guaranteeing obligations for borrowed money or other obligations of a third party other than any Subsidiary. All Contracts of the types referred to in clauses (i), (ii) and (iii) in this Section 5.20(a) and any Contract that is a “material contract” (Contract required to be filed as such term is defined in an exhibit to Parent’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard SEC are referred to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a herein as “Material Contract” and collectively, “Parent Material Contracts.”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contracts are validContract where such breach or default would reasonably be expected to, binding and individually or in full force and effect in all the aggregate, have a material respects and enforceable by impact on Parent. To the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any Knowledge of its Contractual Obligations or organizational documents and, to the knowledge of the CompanyParent, no other party to any of its Contractual Obligations Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default would reasonably be expected to, individually or in the aggregate, have a material default impact on Parent. Except as would not reasonably be expected to, individually or breach thereunder (in the aggregate, have a material impact on Parent, each Parent Material Contract is a valid and no event has occurred which with the passage binding obligation of time Parent or the giving Subsidiary of notice or both would result in a material default or breach by the Company orParent which is party thereto and, to the knowledge Knowledge of Parent, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (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 Company, by court before which any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryproceeding therefor may be brought.

Material Contracts. (a) Schedule 3.12(aExcept for contracts reflected as exhibits to its reports and other documents required to be filed under the 1934 Act and the Securities Act of 1933 (the “1933 Act”) sets (collectively, the “SEC Reports”), including Monroe’s Annual Report on Form 10-K for the year ended December 31, 2009, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, or as set forth a truein the Monroe Disclosure Schedule, correct and complete list as of the following Contractual Obligations date of this Agreement, neither Monroe nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, (including every written amendment, modification or supplement i) any contract relating to the foregoing borrowing of money by Monroe or any of its Subsidiaries or the guarantee by Monroe or any of its Subsidiaries of any such obligation (other than contracts pertaining to fully-secured repurchase agreements, and trade payables, and contracts relating to borrowings or guarantees made in the ordinary course of business), (ii) any contract containing covenants that limit the ability of Monroe or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, Monroe or any of its Subsidiaries may carry on its business (other than as may be required by Law or any Governmental Authority) (as each are hereinafter defined), or any contract that requires it or any of its Subsidiaries to deal exclusively or 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 that contemplates, a possible merger, consolidation, reorganization, recapitalization or other material amendmentbusiness combination, modification or supplement asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to the foregoing that is binding on the Company Monroe or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: , (iiv) any Contractual Obligation other contract or amendment thereto that is a “material contract” would be required to be filed as an exhibit to any SEC Report (as such term is defined described in Item Items 601(b)(4) and 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to or incorporated by reference in Monroe’s SEC Reports filed prior to the date of the Commission)this Agreement, (iiv) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors any lease of real or personal property providing for the Company and annual lease payments by or to Monroe or its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by 100,000 per annum other than financing leases entered into in the Company ordinary course of business in which Monroe or any of its Subsidiaries without any financial or other penalty on 90-days’ or less noticeis the lessor, (v) any Lease for real property or (vi) any other Contractual Obligation contract that is material to the Company involves expenditures or receipts of Monroe or any of its Subsidiaries (in excess of $100,000 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 Contractual Obligation referenced above in clauses of Monroe’s Material Contracts (i) through that is reflected as an exhibit to any SEC Report, (viii) individuallywould be required under Items 601(b)(4) and 601(b)(10) of Regulation S-K under the 1933 Act to be filed as an exhibit to any of its SEC Reports or (iii) that is disclosed in the Monroe Disclosure Schedule, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect or would be required to Company Material Contracts described above, such list shall identify be so disclosed if in effect on the date of this Agreement: (A) each such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and Contract is in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder effect; (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), B) neither the Company Monroe nor any of its Subsidiaries is a party in material default thereunder with respect to any non-competition agreement each Material Contract, as such term or any other agreement or obligation that materially limits or will materially limit the Company or concept is defined in each such Material Contract; (C) neither Monroe nor any of its Subsidiaries from engaging has repudiated or waived any material provision of any such Material Contract; and (D) no other party to any such Material Contract is, to Monroe’s knowledge, in material default in any line material respect. True copies of business in all Material Contracts, including all amendments and supplements thereto, that are not filed as exhibits to SEC Reports are attached to the Monroe Disclosure Schedule. (b) Neither Monroe nor any territoryof 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 Monroe’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. Except as set forth on SCHEDULE 5.13 hereto, neither the Company nor any Subsidiary is a party to any (ai) Schedule 3.12(amaterial contract not made in the ordinary course of business; (ii) sets forth contract for the employment of any officer or employee; (iii) contract for the future purchase of materials, supplies, services, merchandise or equipment not capable of being fully performed or not terminable within a trueperiod of one year from the date hereof or in excess of normal operating requirements; (iv) agreement for the sale or lease of any of its assets other than in the ordinary course of business; (v) contract or commitment for capital expenditures in excess of $100,000; (vi) lease of machinery or equipment involving annual payments in excess of $100,000; (vii) loan agreement, correct and complete list promissory note issued by it, guarantee, subordination or similar type of the following Contractual Obligations agreement; (including every written amendmentviii) stock option, modification or supplement to the foregoing retirement, severance, pension, bonus, profit sharing, group insurance, medical or other material amendment, modification fringe benefit plan or supplement to program providing employee benefits; (ix) consulting agreement; (x) municipal or other governmental franchise agreements; (xi) agreement with a labor union or labor association; (xii) agreement providing for indemnification of any other parties; or (xiii) agreement restricting the foregoing that is binding on the Company Company's or any of its Subsidiaries) ' ability to which the Company conduct business generally (or any type of its Subsidiaries is a party: (ibusiness) in any Contractual Obligation that is a “material contract” (as location. Complete and correct copies of each such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company agreement have been furnished or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material made available to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contractAcquiror. Except as set forth on Schedule 3.12(a)in SCHEDULE 5.13 hereto, to the Company has delivered or made available trueSeller's knowledge, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts foregoing agreements, leases, and other documents are valid, binding and in full force and effect in all material respects effect, and enforceable by the Company in accordance with their respective terms in and its Subsidiaries have performed all material respects, subject of the obligations required to Equitable Principles. The Company is be performed by them to date and are not in material default (or breach with notice or lapse of time or both will be in default) under any of its Contractual Obligations the agreements, leases, contracts or organizational other documents and, to the knowledge of the Company, no other party to which any of its Contractual Obligations then is a party listed on SCHEDULE 5.13, other than for those failures to perform and defaults which, in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both aggregate, would not be reasonably likely to result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder)Material Adverse Effect. Except as set forth on Schedule 3.12(b)in SCHEDULE 5.13 hereto, to the Seller's knowledge, no party with whom the Company or a Subsidiary has such a scheduled agreement is in default (or with notice of lapse of time or both will be in default) thereunder, which default, in the aggregate, would be reasonably likely to result in a Material Adverse Effect. Except as disclosed herein or in SCHEDULE 5.13 hereto, neither the Company nor any of its Subsidiaries Subsidiary is a party to any non-competition or similar agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging which restricts in any line material way the current operation of business in any territorytheir businesses taken as a whole.

Material Contracts. (a) Schedule 3.12(aExcept as disclosed in Section 3.10 of the Seller Disclosure Letter and for Contracts related to the Plans, none of the Acquired Entities is a party to or bound by any Contract (including any Government Contract) sets forth a true, correct in effect as of the date of this Agreement and complete list of the following Contractual Obligations nature (including every written amendmentall such Contracts required to be disclosed by this Section 3.10, modification or supplement collectively, the “Material Contracts”): (i) pursuant to the foregoing or other material amendmentwhich, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: (i) incurred Indebtedness exceeding $1,000,000 for which any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of Acquired Entity will be liable following the Commission)Closing, including the Credit Agreement; (ii) Contractual Obligations that collectively represent (A) involve the top 5 agreements performance by an Acquired Entity of services of an amount or value (based on cost) with content licensors for as measured by the Company and its Subsidiaries revenue derived therefrom during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary ended December 31, 2017) in excess of $200,000 and is not otherwise cancelable 2,000,000 annually or (B) involve payments by the Company or Acquired Entities in excess of $2,000,000 annually, unless, in the case of clauses (A) and (B), any such Contract is terminable by the Acquired Entities on not more than 60 days’ notice without material penalty; (iii) which involve, as parties thereto, any Acquired Entity on the one hand, and any of its Subsidiaries without the directors, officers, employees or equityholders of any financial Acquired Entity on the other hand, exceeding $250,000; (iv) which prohibits any Acquired Entity from competing in the business of the Acquired Entities as conducted as of the date hereof or other penalty on 90-days’ in any geographic area or less notice, that restricts any Acquired Entity’s ability to solicit or hire any person as an employee; (v) that relates to the future disposition or acquisition of material assets or properties by any Lease for real property Acquired Entity except in the Ordinary Course of Business, or any merger or business combination with respect to any other Person; (vi) that requires or provides for any capital expenditure in excess of $1,000,000; (vii) for the provision of services to any Acquired Entity by any independent contractor for annual consulting fees in excess of $250,000 (other than any Contract that may be terminated by any party thereto upon 30 days or less advance notice); (viii) under which any Acquired Entity leases, or is provided with the right to hold or operate, any tangible property (other than real property), owned by any other Contractual Obligation that is Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,000; (ix) under which any Acquired Entity leases, or permits any third party to hold or operate, any tangible property (other than Real Property), owned or controlled by the Company, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,000; (x) which establish a joint venture, strategic alliance or material partnership involving the sharing of profits (other than any such Contracts solely among the Acquired Entities); (xi) which involve the license or grant of rights licensed to or licensed from any Acquired Entity to Intellectual Property or Computer Software material to the Company Business but excluding (A) any inbound agreements that have individual acquisition costs of $250,000 or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individuallyless relating to “shrink wrap”, a “Material Contractclick wrap” and collectivelysimilar generally available end-user licenses to software, “Material Contracts”); provided that, with respect (B) any outbound agreements that involve consideration of less than $250,000 over the 12 months prior to Company Material Contracts described above, such list shall identify the date of such contract this Agreement, (C) any nonexclusive license to Owned Intellectual Property granted in the Ordinary Course of Business, and (D) any communications non-disclosure agreements or Company employee agreements; (written or, to xii) with any labor union or collective bargaining association representing any employee of an Acquired Entity; (xiii) the knowledge of the Company, oralContribution Agreement; and (xiv) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchasereach Real Property Lease. (b) All As of the date of this Agreement: (i) each Material Contracts are valid, binding and Contract is in full force and effect in all material respects effect, and enforceable by is a valid and binding obligation of (A) the Company in accordance with their respective terms in all material respectsAcquired Entities party thereto, subject and (B) to Equitable Principles. The Company the Seller’s Knowledge, each other party thereto; (ii) the applicable Acquired Entity is not in material breach or material violation of, or material default or breach under any of its Contractual Obligations or organizational documents and, such Material Contract; (iii) no Material Contract has been terminated for cause in writing by any other party thereto; (iv) to the knowledge of the CompanySeller’s Knowledge, no other party to any of its Contractual Obligations is in material default breach or breach thereunder (and no event has occurred which with the passage of time material violation of, or the giving of notice or both would result in a material default under, any Material Contract; and (v) no Acquired Entity has given a written notice of its intent to terminate, materially modify, materially amend or breach by otherwise materially alter the Company or, terms and conditions of any Material Contract or has received any written claim of default under any Material Contract. The Seller has furnished or made available to the knowledge Purchaser true and complete copies of the CompanyMaterial Contracts, by including any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party amendments to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territorysuch Material Contracts.

Material Contracts. (a) Section 3.11(a) of the Seller Disclosure Schedule 3.12(a) sets forth a true, correct true and complete list of the following Contractual Obligations (including every written amendment, modification or supplement to Contracts in effect as of the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any date of its Subsidiaries) this Agreement to which either of the Company or any of its Subsidiaries Acquired Companies is a party: party (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission)Contracts, (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, the “Material Contracts”); provided thatprovided, however, that a Contract referenced by more than one description need only be listed once on the Seller Disclosure Schedule: (i) any Contract evidencing Indebtedness; (ii) any Contract pursuant to which either of the Acquired Companies (A) has acquired the right to use, or any license, release, authorization or other immunity under, any Intellectual Property Rights owned by a third party, other than licenses for COTS Software; or (B) has granted to any third party any license to use, or any license, release, authorization or other immunity under, any Business Intellectual Property Rights, other than non-exclusive rights that an Acquired Company grants to customers with respect to Acquired Company Material Contracts described above, such list shall identify Product units in connection with the date distribution or sale of such contract and Acquired Company Product units to customers in the ordinary course of business consistent with past practice; (iii) Contracts under which either of the Acquired Companies made or received payments during the previous 12 months, individually or in the aggregate, in excess of $500,000; (iv) any communications agreement for capital expenditures or the acquisition or construction of fixed assets requiring payments by the Acquired Companies, individually or in the aggregate, in excess of $500,000 during the previous 12 months or at any time in the future; (written or, v) any Contract containing a covenant not to compete or that otherwise impairs the ability of the Acquired Companies (or Buyer on behalf of the Acquired Companies) to freely conduct business in any geographic area; (vi) any Contract that requires an Acquired Company to deal exclusively with any Person with respect to any matter or that provides “most favored nation” pricing or terms to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any other party to such contract Contract or on behalf any third party; (vii) any partnership, joint venture or other similar agreement or arrangement; (viii) any agreement relating to the acquisition or disposition of any such party that such party intends to cancelbusiness (whether by merger, terminatesale of stock, seek resale of assets or otherwise); (ix) any lease, sublease or other similar Contract in respect of Real Property; (x) any Contract with an Affiliate of an Acquired Company; and (xi) any employment, deferred compensation, severance, bonus, retirement or other Contract for which the Acquired Companies have obligations in excess of $100,000 in any 12-bidding of or fail to renew such contract. month period. (b) Except as set forth on Schedule 3.12(a)in Section 3.11(b) of the Seller Disclosure Schedule, (i) each Material Contract and each Government Contract is in full force and effect and constitutes a valid and binding obligation of the respective Acquired Company that is party thereto and, to the Knowledge of Seller, the Company other parties thereto except as such enforcement may be limited by the Enforceability Exceptions; and (ii) to the Knowledge of Seller, (A) no party to such Material Contract or Government Contract is in material breach or material default of such Material Contract or Government Contract and (B) no event has delivered occurred that with notice or lapse of time or both would constitute a material breach or material default thereunder by the Acquired Companies or would permit the modification or premature termination of such Material Contract or Government Contract by any other party thereto. Seller has made available true, correct to Buyer true and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in together with all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default amendments or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territorymodifications thereto.

Material Contracts. (a) Schedule 3.12(a) sets forth a true, correct and complete list As of the following Contractual Obligations (including every written amendmentdate hereof, modification or supplement to except for this Agreement and the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (agreements filed as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material exhibits to the Company SEC Documents or its Subsidiaries (each Contractual Obligation referenced above set forth in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf Disclosure Schedule, none of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to or bound by or has rights under any non-competition agreement of the following Contracts to the extent currently in effect: (i) any employment, contractor or consulting Contract with any executive officer or other agreement employee of the Company earning an annual salary in excess of $200,000 or obligation member of the Company’s Board of Directors, other than those that materially limits or will materially limit are terminable by the Company or any of its Subsidiaries from engaging on no more than 30 days notice without liability or financial obligation to the Company or any of its Subsidiaries, or any collective bargaining agreement or contract with any labor union or other employee organization; (ii) any Contract or plan, including, without limitation, any Company Plan or employee agreement, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (either alone or upon the occurrence of additional or subsequent events) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (either alone or upon the occurrence of additional or subsequent events); (iii) Contracts in connection with which or pursuant to which the Company and its Subsidiaries is reasonably likely to spend or receive, in the aggregate, more than $200,000 during the current fiscal year or during the next fiscal year, other than as are entered into the ordinary course of business consistent with past practice; (iv) Contracts pursuant to which the Company or any of its Subsidiaries has granted a right of first refusal, first negotiation, most favored nation pricing or other similar terms, preferred pricing, exclusive sales, distribution, marketing or other exclusive rights1; (v) Material partnership or joint venture agreements; (vi) Contracts for the acquisition, sale or lease of material properties or assets of the Company or its Subsidiaries (by merger, purchase or sale of assets or stock or otherwise), in excess of $200,000 in the aggregate, other than sales of inventory in the ordinary course of business; (vii) loan or credit agreements, deeds of trust, mortgages, promissory notes, indentures or other Contracts evidencing or securing indebtedness for borrowed money by the Company or any of its Subsidiaries, or any Contracts with respect to any swap, forward, futures, warrant, option or other derivative transaction; (viii) Contracts providing for, (a) indemnification or guaranty, other than as are entered into in the ordinary course of business, or guaranty other than as entered into in the ordinary course of business or as set forth in clause (b) hereof, or (b) any guaranty of indebtedness; (ix) Contracts between the Company or any of its Subsidiaries, on the one hand, and any current or former 5% or greater stockholder, director, officer or other Affiliate of the Company or any of its Subsidiaries (or any Affiliate of such Person), on the other hand; (x) Contracts that purport to limit, curtail or restrict the ability of the Company or any of its Subsidiaries to compete in any material respect in any geographic area or line of business business, or to acquire, own, operate, sell, transfer, pledge or otherwise dispose of any assets or to hire or solicit for hire for employment of any individual or group; (xi) Contracts pursuant to which the Company or its Subsidiaries grant to or receive from any person the right to use any Intellectual Property material to the conduct of the Business, other than as relates to generally available commercial or ‘shrinkwrap’ software; (xii) settlement agreements which contain continuing material obligations of the Company or any of its Subsidiaries; (xiii) any Contracts, or groups of Contracts with a Person (or group of affiliated Persons), the termination or breach of which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (xiv) any territoryReal Property Lease; (xv) Contracts that would be required to be filed as an exhibit to an Annual Report on Form 10-K if such report were required to be filed by the Company with the SEC on the date hereof; (xvi) confidentiality agreements with the Company that would prohibit the Company from complying with any of the terms of Section 6.3(b) or Section 6.3(c) if the counterparty to such confidentiality agreement were to make a Superior Proposal or Takeover Proposal (with the name of the counterparty thereof redacted to extent required by the terms of such confidentiality agreement); and (xvii) commitments and agreements to enter into any of the foregoing (such Contracts, and including the Contracts filed as exhibits to Company SEC Documents, the “Material Contracts”).

Material Contracts. (a) Schedule 3.12(a) sets forth a trueThere have been made available to Parent, correct its Affiliates and their representatives true and complete list copies of all of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) contracts to which the Company or any of its Subsidiaries is a party: party or by which any of them is bound as of the date hereof (collectively, the “Company Material Contracts”): (i) contracts with any Contractual Obligation that is a “material contract” (as such term is defined current or, if still in Item 601(b)(10) of Regulation S-K effect, former officer or director of the Commission), Company or any of its Subsidiaries; (ii) Contractual Obligations that collectively represent contracts for the top 5 agreements (based on cost) with content licensors for sale of any of the assets material to the Company and its Subsidiaries during Subsidiaries, taken as a whole, other than in the Company’s last fiscal yearordinary course of business or for the grant to any person, (iii) Contractual Obligations that collectively represent other than in the top 5 agreements (based on revenue) for distribution services and cooperation agreements ordinary course of business, of any preferential rights to purchase any assets material to the Company and its Subsidiaries during the Company’s last fiscal yearSubscribers, (iv) any Contractual Obligation (taken as a whole, other than a Contractual Obligation described in one the ordinary course of the other provisions business; (iii) contracts containing covenants of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without not to compete in any financial line of business or with any Person in any geographical area; (iv) material indentures, credit agreements, mortgages, promissory notes, and other penalty on 90-days’ or less notice, contracts relating to the borrowing of money other than in the ordinary course of business; and (v) any Lease for real property each contract that would be required to be filed as an exhibit to a registration statement on Form S-1 under the Securities Act or an annual report on Form 10-K under the Exchange Act as a material contract if such registration statement or report was filed by the Company with the SEC on the date of this Agreement. (vib) any other Contractual Obligation that is material Except as set forth in the Company SEC Reports filed prior to the date hereof or in Section 2.20 of the Company Disclosure Letter or, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect on the Company, all of the Company Material Contracts are in full force and effect and are the legal, valid and binding obligation of the Company or its Subsidiaries Subsidiary, as applicable, enforceable against such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (each Contractual Obligation referenced above regardless of whether enforcement is sought in clauses (i) through (vi) individuallya proceeding at law or in equity). Except as set forth in the Company SEC Reports filed prior to the date hereof or in Section 2.20 of the Company Disclosure Letter, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to neither the Company nor any Subsidiary is in default under any Company Material Contracts described above, such list shall identify the date of such contract and any communications (written orContract nor, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from is any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is Company Material Contract in material default thereunder except, in each case, for those defaults that, individually or breach thereunder (and no event has occurred which with in the passage of time or the giving of notice or both aggregate, would result in not reasonably be expected to have a material default or breach by the Company or, to the knowledge of Material Adverse Effect on the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither . (c) Neither the Company nor any of its Subsidiaries is a party to has any non-competition contract, agreement or relationship with the U.S. government or any other agreement agency or obligation that materially limits department thereof which has required the Company, its Subsidiaries or will materially limit any of their respective personnel to obtain a defense or security clearance or make any security related certifications in connection therewith. Neither the Company or Company, any of its Subsidiaries from engaging nor any of their respective personnel has been required or requested to obtain any such clearance or make any such certifications by virtue of or in connection with its contract, agreement or relationship with any line of business in any territoryoriginal equipment manufacturer, value added reseller or distributor.

Material Contracts. (a) Schedule 3.12(aExcept for this Agreement, the Parent Benefit Plans set forth on Section 4.9(a) sets forth a true, correct and complete list of the following Contractual Obligations (including every written amendment, modification or supplement Parent Disclosure Schedule and the agreements filed as exhibits to the foregoing or other material amendmentParent SEC Documents and except as set forth on Section 4.20 of the Parent Disclosure Schedule, modification or supplement to as of the foregoing that is binding on the Company or any date of its Subsidiaries) to which the Company or this Agreement, neither Parent nor any of its Subsidiaries is a party: party to or bound by: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the CommissionSEC), ; (ii) Contractual Obligations any Contract that collectively represent (A) imposes any express restriction on the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements right or ability of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company Parent or any of its Subsidiaries without to compete with any financial other person or acquire or dispose of the securities of another person (other penalty on 90-days’ than any agreement related to a Parent Takeover Proposal or less noticethat contains provisions prohibiting such disclosure), (vB) any Lease for real property contains an exclusivity or (vi) any other Contractual Obligation “most favored nation” clause that is material to restricts the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date business of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company Parent or any of its Subsidiaries from engaging in a material manner, other than those contained in Parent Oil and Gas Leases, or (C) contains any minimum volume commitment to which Parent reasonably expects that Parent or its Subsidiaries will be required to make annual payments in excess of $5 million or for longer than one year; (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 Parent or any of its Subsidiaries in an amount in excess of $30 million, except for any transactions among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries; (iv) any Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties (other than Parent Oil and Gas Interests) with respect to which Parent reasonably expects that Parent and its Subsidiaries will be required to make annual payments in excess of $30 million; (v) 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 (A) any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries and (B) any customary joint operating agreements, unit agreements or participation agreements affecting the Parent Oil and Gas Interests; (vi) any Contract that obligates Parent or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements, unit agreements, participation agreements and customary advances to operators of the Parent Oil and Gas Interests not covered by a joint operating agreement, unit agreement or participation agreement, (B) any loan or capital contribution to, or investment in, Parent or one of its wholly owned Subsidiaries or (C) advances to officer, director or employee of Parent or any of its Subsidiaries that is less than $100,000 individually to such person and $500,000 in the aggregate; (vii) any contract that provides for the sale by Parent or any of its Subsidiaries of Hydrocarbons (A)(1) in excess of 7,500 barrels of oil equivalent of Hydrocarbons per day over a period of one month (calculated on a yearly average basis) or (2) for a remaining term greater than ten years or (B) which Parent reasonably expects that it will make aggregate payments in excess of $10 million in any line of business the next three succeeding fiscal years or $15 million over the life of the contract that, in the case of (A) and (B), has a remaining term of greater than 91 days and does not allow Parent or such Subsidiary to terminate it without penalty to Parent or such Subsidiary within 91 days; (viii) any agreement pursuant to which Parent or any of its Subsidiaries has paid amounts associated with any Production Burden in excess of $10 million during the immediately preceding fiscal year or with respect to which Parent reasonably expects that it will make payments associated with any Production Burden in any territoryof the next three succeeding fiscal years that could, based on current projections, exceed $10 million per year; (ix) any agreement which is a joint development agreement, exploration agreement or acreage dedication agreement (excluding, in respect of each of the foregoing, customary joint operating agreements) that either (A) is material to the operation of Parent and its Subsidiaries, taken as a whole, or (B) would reasonably be expected to require Parent and its Subsidiaries to make expenditures in excess of $20 million in the aggregate during the 12-month period following the date hereof; (x) any acquisition Contract that contains “earn out” or other contingent payment obligations (other than asset retirement obligations and plugging and abandonment obligations or customary indemnification obligations), that would reasonably be expected to result in payments in respect of such “earn out” or payment obligations after the date hereof by Parent or any of its Subsidiaries in excess of $20 million; and (xi) each contract for lease of personal property or real property (other than the Parent Oil and Gas Interests) involving payments in excess of $20 million in any calendar year or aggregate payments in excess of $75 million that are not terminable without penalty or other liability to Parent (other than any ongoing obligation pursuant to such contract that is not caused by any such termination) within 60 days, other than contracts related to drilling rigs.

Material Contracts. (aExcept as set forth in Section 3.01(m) Schedule 3.12(a) sets forth of the Aztar Disclosure Letter, neither Aztar nor any of its subsidiaries is a trueparty to or bound by, correct and complete list as of the date hereof, any of the following Contractual Obligations (including every written amendmentwhether or not in writing), modification or supplement collectively with all exhibits and schedules to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: such Contracts: (i) any Contractual Obligation agreement or series of related agreement providing for the acquisition or disposition of securities of any person or any assets, in each case involving more than $1,000,000 individually or in the aggregate, other than in the ordinary course of business consistent with past practice or in connection with the capital expenditure budgets included in Section 4.01(a)(xi) of the Aztar Disclosure Letter; (ii) any Contract that is a imposes payment, cancellation penalties or other obligations in connection with the redevelopment or future operation (other than ordinary course hotel operations) of all or any portion of Aztar’s property, facility or operations in Las Vegas, Nevada (the “material contract” Las Vegas Site”); (iii) any Contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $1,000,000; and (iv) any Contract that would be required to be filed as such term is defined in an exhibit to an Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K of under the Commission), Securities Act; (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation Contracts described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through – (vi) individuallyiv), a “Material Contract” together with all exhibits and collectivelyschedules to such Contracts, being the “Material Contracts”); provided that, with respect to Company . A true and complete copy of each Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company Contract has previously been delivered or made available trueto Pinnacle. Except as individually or in the aggregate has not had and would not reasonably be expected to have a material adverse effect on Aztar, correct each Contract by which Aztar or its subsidiaries is bound is a valid and complete copies binding agreement of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default Aztar or breach under any one of its Contractual Obligations subsidiaries enforceable against Aztar or organizational documents one of its subsidiaries, and, to the knowledge of Aztar, the Companycounterparties thereto in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors rights generally and to equitable principles (whether considered in a proceeding at law or in equity). Aztar and its subsidiaries are not (and to the knowledge of Aztar, no other party to counterparty is) in breach or violation of or in default in the performance or observance of any of its Contractual Obligations is in material default term or breach thereunder (provision of, and no event has occurred which which, with the passage lapse of time or the giving of notice action by a third party or both Aztar, would result in a material default or breach by the Company orunder, any Contract to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company which Aztar or any of its Subsidiaries from engaging subsidiaries is a party or by which any of them is bound or to which any of their property is subject, other than breaches, violations and defaults which have not had and would not reasonably be expected, individually or in any line of business in any territorythe aggregate, to have a material adverse effect on Aztar.

Material Contracts. (a) Schedule 3.12(a) sets forth a true, correct and complete list of the following Contractual Obligations (including every written amendment, modification Except for this Agreement or supplement as designated as an exhibit to the foregoing Partnership’s annual report on Form 10-K for the year ended December 31, 2008 or other material amendment, modification or supplement to a ▇▇▇▇▇▇ SEC Document filed thereafter and prior to the foregoing that is binding on date of this Agreement, neither the Company or any of its Subsidiaries) to which the Company or Partnership nor any of its Subsidiaries is a party: party to or bound by, as of the date hereof, any Contract (iwhether written or oral) any Contractual Obligation that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), SEC) (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements all contracts of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation type described in one of the other provisions of this Section 3.12(a3.17(a) without regard being referred to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, herein as “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (bi) All Each Material Contract (other than the ▇▇▇▇▇▇ Operating Credit Agreement) is valid and binding on the Partnership and any of its Subsidiaries that is a party thereto, as applicable, and in full force and effect, except where the Material Contracts are failure to be valid, binding and in full force and effect effect, either individually or in the aggregate, would not have a ▇▇▇▇▇▇ Material Adverse Effect, (ii) the Partnership and each of its Subsidiaries has in all material respects and enforceable performed all obligations required to be performed by it under each Material Contract (other than the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b▇▇▇▇▇▇ Operating Credit Agreement), except where such noncompliance, either individually or in the aggregate, would not have a ▇▇▇▇▇▇ Material Adverse Effect, and (iii) neither the Company Partnership nor any of its Subsidiaries is knows of, or has received notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit material default on the Company part of the Partnership or any of its Subsidiaries from engaging under any such Material Contract (other than the ▇▇▇▇▇▇ Operating Credit Agreement), except where such default, either individually or in the aggregate, would not have a ▇▇▇▇▇▇ Material Adverse Effect. (c) The ▇▇▇▇▇▇ Operating Credit Agreement is valid and binding on ▇▇▇▇▇▇ Operating, LLC and in full force and effect. Except for a Ratio Default, (i) each ▇▇▇▇▇▇ Group Entity has performed all obligations required to be performed by it under the ▇▇▇▇▇▇ Operating Credit Agreement, and (ii) no ▇▇▇▇▇▇ Group Entity is in breach, default (or after notice or lapse of time or both, would be in default) or violation in the performance of any line of business obligation, agreement or condition contained in any territorythe ▇▇▇▇▇▇ Operating Credit Agreement.

Material Contracts. (a) Section 3.15 of the Parent Disclosure Schedule 3.12(a) sets forth as of the date hereof a true, correct true and complete list of the following Contractual Obligations Contracts (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiariesthan purchase orders and invoices) to which the Company Transferred Companies, their respective Subsidiaries or any of Parent or its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than the Transferred Companies or any Subsidiaries thereof) (to the extent applicable to the Business) is a Contractual Obligation described in one party or is bound (the Contracts required to be listed on Section 3.15 of the other provisions Parent Disclosure Schedule, together with each Contract entered into after the date hereof that would otherwise be required to be listed on Section 3.15 of this Section 3.12(athe Parent Disclosure Schedule, the “Material Contracts”): (1) without regard agreements relating to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary Debt in an amount in excess of $200,000 and is not otherwise cancelable by 500,000; (2) Contracts containing a minimum purchase requirement for Parent or its Subsidiaries (other than the Company Transferred Companies or any of Subsidiaries thereof) (but related to the Business) or the Transferred Companies or their respective Subsidiaries to purchase during the 12-month period immediately following, or pursuant to which Parent or its Subsidiaries without (other than the Transferred Companies or any financial Subsidiaries thereof) (but on behalf of the Business) or the Transferred Companies or their respective Subsidiaries have purchased during the 12-month period immediately preceding, January 28, 2007, in the aggregate, a minimum of $30 million of goods and/or services on an annual basis; (3) Contracts containing a minimum supply commitment for Parent or its Subsidiaries (other than the Transferred Companies or any Subsidiaries thereof) (but related to the Business) or the Transferred Companies or their respective Subsidiaries to sell during the 12-month period immediately following, or pursuant to which Parent or its Subsidiaries (other than the Transferred Companies or any Subsidiaries thereof) (but on behalf of the Business) or the Transferred Companies or their respective Subsidiaries have sold during the 12-month period immediately preceding, January 28, 2007, in the aggregate, a minimum of $30 million of goods and/or services on an annual basis; (4) any Contract containing any future capital expenditure obligations of the Transferred Companies or their respective Subsidiaries (or otherwise relating to the Business) in excess of $5 million; (5) any joint venture, partnership, limited liability company or other penalty on 90similar agreement involving co-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the investment between a Transferred Company or its Subsidiaries and a third party; (each Contractual Obligation referenced above in clauses 6) any Contract relating to the acquisition or disposition of any business (iwhether by merger, sale of stock, sale of assets or otherwise) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, under which the Transferred Companies or their respective Subsidiaries will have obligations with respect to Company Material Contracts described abovean “earn out”, such list shall identify contingent purchase price, or similar contingent payment obligation or a material indemnity obligation after the date of such contract and Closing; (7) any communications (written or, to Contract containing covenants restricting or limiting in any material respect the knowledge ability of the Company, oral) received by the Company Transferred Companies or its their respective Subsidiaries from to compete in any party to such contract business or on behalf of with any such party that such party intends to cancel, terminate, seek re-bidding of Person or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser.in any geographic area; and (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under 8) any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition collective bargaining agreement or any other agreement Contract with a labor union or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryother labor organization.

Material Contracts. (a) Schedule 3.12(a) sets forth a trueTrue, complete and correct and complete list copies of the following Contractual Obligations material contracts have been made available to Pegasus as part of the virtual dataroom process or otherwise: (including every written amendment, modification i) any Contract relating to Indebtedness for borrowed money of the Company or supplement any of its Subsidiaries (other than any such Contracts relating to the foregoing or other material amendment, modification or supplement Indebtedness solely owing to the foregoing that is binding on the Company or any of its Subsidiaries) or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or any of its Subsidiaries; (ii) any Contract for the disposition of any portion of the assets or business of the Company or any of its Subsidiaries or for the acquisition by the Company or any of its Subsidiaries of the assets or business of any other Person in each case for an aggregate purchase price in excess of €15,000,000 (other than acquisitions or dispositions made in the ordinary course of business), or under which the Company or any of its Subsidiaries has any continuing obligation with respect to an "earn-out", contingent purchase price or other contingent or deferred payment obligation; (iii) any Contract under which the Company or any of its Subsidiaries is a party: lessee of or hold or operate, in each case, any tangible property (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commissionother than real property), (ii) Contractual Obligations that collectively represent owned by any other Person, except for any lease or agreement under which the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, aggregate annual rental payments do not exceed €500,000; (iv) any Contractual Obligation Contract under which the Company or any of its Subsidiaries are a lessor of or permits any third party to hold or operate, in each case, any tangible property (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year real property), owned or controlled by the Company or any Company Subsidiary of its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed €500,000; (v) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value in excess of $200,000 €500,000, other than sales or purchases in the ordinary course of business consistent with past practices and is not otherwise cancelable sales of obsolete equipment; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or any of its Subsidiaries without in an amount in excess of (A) €500,000 annually or (B) €4,000,000 over the term of the agreement; (vii) any financial Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area that would so limit or purport to limit, in any material respect, the operations of the TopCo or any of its Affiliates after the Closing, (B) contains any exclusivity, "most favored nation" or similar provisions, obligations or restrictions in favor of the Company's or such Subsidiary's counterparty to such Contract, (C) contains "take or pay", "requirements" or other penalty on 90-days’ similar provisions obligating the Company or less noticeany of its Subsidiaries to provide the quantity of goods or services required by another Person, or (D) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, directly or indirectly through third parties, or to solicit any potential employee or customer, in the case of each of the foregoing clauses (A), (vB), (C) and (D), in any material respect or that would so limit or purports to limit, in any material respect, TopCo or any of its Affiliates after the Closing; (viii) any Contract that (A) relates to (1) the licensing of, or grant of other rights under, material Intellectual Property to or from the Company or any Subsidiaries, or (2) the ownership, development or use of any Intellectual Property, or (B) affects the Company's or any Subsidiaries' ability to use, enforce or disclose any Intellectual Property in connection with the resolution of any claim or dispute related to Intellectual Property, excluding in the case of either (A) or (B) (x) non-exclusive end-user licenses for unmodified, commercially available, off-the-shelf Software, with an aggregate fee of less than €300,000, and (y) non-exclusive licenses granted by the Company or a Subsidiary to customers in the ordinary course of business consistent with past practice; (ix) any Contract that is a hosting agreement or a co-location agreement with an aggregate fee for hosting services in excess of €500,000; (x) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or any Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of the Company or any Subsidiary, in each case in excess of €200,000; (xi) any Contract under which the Company or any Subsidiary has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person (other than between the Company and any Subsidiary) outside of the ordinary course of business or, individually or in the aggregate, in an amount in excess of €1,500,000 or made any capital contribution to, or other investment in, any Person; (xii) any settlement or similar Contract (A) the performance of which would be reasonably likely to involve any payments in excess of €500,000 in the aggregate after the date of this Agreement, (B) with a Governmental Authority, or (C) that imposes or is reasonably likely to impose, at any time in the future, any material non-monetary obligations on the Company or any of its Subsidiaries (or TopCo or any of its Affiliates after the Closing); (xiii) any Contract with a director, shareholder, executive officer, other employee or individual service provider of the Company or its Subsidiaries, in each case, with annual base compensation in excess of €500,000 or that (A) provides for Change of Control Payments or (B) provides for retention bonuses, severance, or similar payments in excess of €500,000; (xiv) any Lease for real property or involving annual lease payments in excess of €500,000; (vixv) any (A) material advertising, agency, original equipment manufacturer, dealer, distributors, joint marketing, joint development, research and development or other Contractual Obligation similar Contract, and (B) any Contract establishing any joint venture, profit-sharing, partnership, co-promotion, commercialization, strategic alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a whole (other than joint ventures, profit-sharing, partnerships, co-promotion, commercialization, strategic alliances, and other collaborations entered into for purposes of a specific project or group of projects and which are not material to the business of the Company and its Subsidiaries taken as a whole); (xvi) any other Contract the performance of which requires either (A) annual payments to or from the Company or any Subsidiary in excess of €700,000 or (B) aggregate payments to or from the Company or any Subsidiary in excess of €2,500,000 over the term of the agreement; and (xvii) any collective bargaining agreement or other Contract with any labor union, works council or labor organization (each, a "Labor Agreement"). (b) Except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, to the Company’s knowledge each Material Contract is (i) in full force and effect and (ii) a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries (party thereto and, to the knowledge of the Company, the other parties thereto, in each Contractual Obligation referenced above case, subject to the Enforceability Exceptions. Except, in clauses (i) through (vi) individuallyeach case, as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a “Material Contract” and collectivelywhole, “Material Contracts”); provided that, with respect to there is no material breach or default by the Company Material Contracts described above, such list shall identify the date or any of such contract and any communications (written its Subsidiaries or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any third party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents Material Contract, and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and A) no event has occurred which (with the passage or without notice or lapse of time or the giving of notice or both both) would result in constitute a material breach or default or breach would permit termination of, or a material modification or acceleration thereof by any party to such Material Contract, and (B) no party to a Material Contract has claimed a force majeure with respect thereto. Except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Company orand its Subsidiaries, to taken as a whole, since December 31, 2019 through the knowledge date of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b)this Agreement, neither the Company nor any of its Subsidiaries is a have received notice of (i) any breach or default under any Material Contract or (ii) the intention of any third party under any Material Contract to cancel, terminate or modify the terms of any non-competition agreement such Material Contract, or any other agreement or obligation that materially limits or will materially limit accelerate the obligations of the Company or any of its Subsidiaries from engaging in any line of business in any territorythereunder.

Material Contracts. (a) Schedule 3.12(a) sets Except as set forth a true, correct and complete list in Section 5.15 of the following Contractual Obligations (including every written amendment, modification Seller Disclosure Schedule or supplement as filed as exhibits to the foregoing or other material amendment, modification or supplement Seller SEC Reports prior to the foregoing that is binding on the Company or any date of its Subsidiaries) to which the Company or this Agreement, and except for this Agreement, neither Seller nor any of its Subsidiaries is a party: party to or is bound by any contract, arrangement, commitment or understanding (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the CommissionExchange Act), (ii) Contractual Obligations that collectively represent which limits the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements ability of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company Seller or any of its Subsidiaries without to compete or engage in any financial line of business or to solicit business in any geographic area, (iii) which provides for exclusivity by Seller or any of its Subsidiaries with respect to any material products or services sold or purchased by Seller or any of its Subsidiaries, (iv) that by its terms would prohibit or materially delay the consummation of the Offer, the Merger or any of the other penalty on 90-days’ transactions contemplated by this Agreement, or less notice, (v) with any Lease for real property or (vi) any other Contractual Obligation that is material to the Company customer of Seller or its Subsidiaries (each Contractual Obligation referenced which is expected to relate to more than $1,000,000 in annual revenue for the fiscal year ending September 30, 2008. Each contract, arrangement, commitment or understanding of the type described above in clauses (i) through (vi) individuallythis Section 5.15, whether or not set forth in Section 5.15 of the Seller Disclosure Schedule, is referred to herein as a “Material Seller Contract.” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Seller Contracts are validvalid and binding on Seller and each of its Subsidiaries that is a party thereto and, binding to Seller’s knowledge, each other party thereto, as applicable, and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respectseffect, subject to Equitable Principlesapplicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company Neither Seller nor any of its Subsidiaries is has, and to the knowledge of Seller, none of the other parties thereto have, violated in any material respect any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a party material default under the provisions of any Seller Contract, except in each case for those violations and defaults which, individually or in the aggregate, would not reasonably be expected to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or result in a Seller Material Adverse Effect and neither Seller nor any of its Subsidiaries from engaging in has received written notice of any line of business in any territorythe foregoing.

Material Contracts. (a) Schedule 3.12(aExcept as set forth in the Disclosure Letter or the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012 and as permitted pursuant to Section 5.1 hereof, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) sets forth a trueany agreement relating to the incurring or guarantee of Indebtedness by the Company or any of its Subsidiaries in an amount in excess of US$250,000 in the aggregate, correct and complete list including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the following Contractual Obligations issuer thereof as currently conducted (including every written amendmentcollectively, modification “Instruments of Indebtedness”); (ii) any agreement providing for the indemnification, in excess of US$250,000, by the Company or supplement 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 entered into in the ordinary course of business consistent with past practice; (iii) any joint venture, partnership or similar agreement; (iv) 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 foregoing ability of the Company or other any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amendmentassets or business; (v) any contract or agreement providing for any payments that are conditioned, modification in whole or supplement to the foregoing that is binding in part, on a change of control of the Company or any of its Subsidiaries, or that will have increased benefits, or accelerated vesting of benefits due to the consummation of the transactions contemplated hereby (including the Tender Offer); (vi) any collective bargaining agreement; (vii) any agreement material to the Company and its Subsidiaries, taken as a whole, pertaining to the acquisition, transfer, development, sharing, licensing or use of or granting any right to use or practice any rights under any Intellectual Property; (viii) any agreements pursuant to which the Company or any of its Subsidiaries is a party: leases or subleases any material real property from or to third parties; (iix) any Contractual Obligation that is contract or agreement material to the Company and its Subsidiaries, taken as a “material contract” (as such term is defined in Item 601(b)(10) whole, providing for the outsourcing or provision of Regulation S-K servicing of customers, technology or product offerings of the Commission), Company or its Subsidiaries; (iix) Contractual Obligations any employment or consulting contract with any current executive officer of the Company or any Subsidiary of the Company or any member of the Company Board or the board of directors of any Company Subsidiary; or (xi) any other contract or other agreement not made in the ordinary course of business consistent with past practice that collectively represent (A) is not within any of the top 5 agreements (based on costother categories described in this Section 3.7(a) with content licensors for but is material to the Company and its Subsidiaries during taken as a whole, (B) would reasonably be expected to result in revenues, receipts, liabilities or expenditures, or otherwise involve an amount, in excess of US$500,000 per year or (C) would reasonably be expected to materially delay or prevent the consummation of the Tender Offer, the Capital Contribution, the Restructuring or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations set forth in the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent Annual Report on Form 20-F for the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by ended December 31, 2012 and the Company or any Company Subsidiary in excess of $200,000 agreements, contracts and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above obligations listed in clauses (i) through (vixi) individually, a being referred to herein as “Material Contract” and collectively, “Company Material Contracts”); provided that, with respect to . (b) Section 3.7(a) of the Disclosure Letter sets forth as of the date hereof all of the Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contractContracts. Except as set forth on Schedule 3.12(a), the Company has delivered or made available trueTrue, correct and complete copies of all such Contractual Obligations each Company Material Contract have been made available to counsel to Purchaserthe Purchasers. (bc) All Each Company Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents a party, such Subsidiary) and, to the knowledge of the Company, no any other party to thereto, and each Company Material Contract is in full force and effect. Neither the Company nor any of its Contractual Obligations Subsidiaries is in material 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 thereunder or default, except in each case where any such breaches or defaults have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default under (and no event has occurred 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 material breach or default or breach by the under) any Company or, to the knowledge of the Company, Material Contract by any other party thereunder). Except as set forth on Schedule 3.12(b)thereto except where any such violations or defaults have not had and would not reasonably be expected to have, neither individually or in the Company nor any of its Subsidiaries is aggregate, a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryMaterial Adverse Effect.

Material Contracts. (a) Schedule 3.12(a) sets forth a true, correct The Company has furnished or agreed to make available to News Corp. accurate and complete list copies of the following Contractual Obligations Material Contracts (including every written amendmentas defined below) of the Company and the Company Subsidiaries, modification all of which are listed on Schedule 3.9. There is not under any of the Material Contracts any existing breach, default or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on event of default by the Company or any of its the Company Subsidiaries) to which , nor event that with notice or lapse of time or both would constitute a breach, default or event of default by the Company or any of its the Company Subsidiaries is other than breaches, defaults or events of default which would not have a party: Business Unit Material Adverse Effect; nor does the Company have Knowledge of, and the Company has not received notice of, or made a claim with respect to, any breach or default by any other party thereto. As used herein, the term "Material Contracts" shall mean (i) any Contractual Obligation that is a “material contract” (all contracts and agreements filed, or required to be filed, as such term is defined in Item 601(b)(10) of Regulation Sexhibits to the Company's Annual Report on Form 10-K of for the Commission)year ended December 31, 1996; (ii) Contractual Obligations that collectively represent all contracts and agreements entered into since December 31, 1996 which would be required to be filed as an exhibit to the top 5 agreements (based Company's Quarterly Report on cost) with content licensors Form 10-Q for the Company and its Subsidiaries during the Company’s last fiscal yearquarter ending March 31, 1997 or to any Current Report on Form 8-K; (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements any debt instrument, including, without limitation, any loan agreement, promissory note, security agreement or other evidence of the Company and its Subsidiaries during the Company’s last fiscal yearindebtedness, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by where the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by a lender or borrower; (iv) any contract or commitment restricting the Company or any Company Subsidiary from engagement in any line of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, business; (v) any Lease for real property or in-store agreement with a retailer; (vi) any other Contractual Obligation that is agreement with a manufacturer with a term in excess of twelve months; (vii) any material joint venture agreement; (viii) any agreement providing for contingent consideration; and (ix) any agreement, option, commitment or rights with, to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, any third party to acquire or to sell a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify material business division or unit after the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaserhereof. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territory.

Material Contracts. (a) Schedule 3.12(a3.11 contains an accurate description of all agreements, contracts, commitments, and other instruments and arrangements (whether written or oral) sets forth a true, correct and complete list of the following Contractual Obligations types described below (including every written amendment, modification or supplement to i) by which the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company Companies or any of its Subsidiariestheir assets, businesses, or operations receive benefits, or (ii) to which the Company Companies are a party or any by which the Companies are bound, other than insignificant contracts entered into in the ordinary course of its Subsidiaries is a party: business consistent with past practice (the “Material Contracts”): (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of leases, licenses, permits, franchises, insurance policies, warranties, guarantees, Governmental Approvals, and other contracts concerning or relating to the Commission), Companies’ real property, (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors contracts for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual capital expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 50,000 each; (iii) performance bonds, completion bonds, bid bonds, suretyship agreements and is not otherwise cancelable by the Company or any similar instruments; (iv) joint venture, partnership, and similar contracts involving a sharing of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, profits and/or expenses; (v) any Lease agreements providing for real property the leasing to or by the Companies of personal property; (vi) any other Contractual Obligation that is material to Line Extension Agreements; and (vii) agreements or instruments under which the Company Companies have acquired or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”)hold their Water Rights; provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser.and (b) Seller has delivered to Purchaser complete and correct copies of all written Material Contracts, together with all amendments thereto. (c) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by against each party thereto. To the Company Knowledge of Seller, except for an existing subcontractors claim and existing mechanics lien in accordance with their respective terms in all material respectsthe approximate amount of $107,000.00, subject to Equitable Principles. The Company is there does not in material exist under any Material Contract any event of default or breach under any of its Contractual Obligations event or organizational documents andcondition that, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default after notice or breach thereunder (and no event has occurred which with the passage lapse of time or both, would constitute a violation, breach, or event of default thereunder on the giving of notice or both would result in a material default or breach by the Company or, to the knowledge part of the Company, by Companies or any other party thereunder)thereto. Except No consent of any third party is required under any Material Contract as set forth on Schedule 3.12(b)a result of or in connection with, neither and the Company nor enforceability of any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or Material Contract will materially limit the Company or any of its Subsidiaries from engaging not be affected in any line manner by, the execution, delivery and performance of business in any territorythis Agreement or the consummation of the transactions contemplated hereby.

Material Contracts. (a) Schedule 3.12(a) sets Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Reports that are made available to Parent prior to the date hereof or set forth a true, correct and complete list in Section 4.14 of the following Contractual Obligations (including every written amendmentCompany Disclosure Schedule, modification or supplement to as of the foregoing or other material amendmentdate hereof, modification or supplement to the foregoing that is binding on none of the Company or its Subsidiaries is a party to or bound by any Contract that: (i) would be required to be filed by the Company pursuant to Item 4 of its Subsidiariesthe Instructions to Exhibits to the Company’s most recently filed annual report on Form 20-F under which there are material rights or obligations outstanding; (ii) would, individually or in the aggregate, prevent, materially delay or materially impair the Company’s ability to consummate the Transactions; (iii) is (A) an indenture, credit agreement, loan agreement, security agreement, guarantee, note, or mortgage, or (B) a Contract relating to Indebtedness or Encumbrance, in each case, having an outstanding amount in excess of $500,000 individually or $3,000,000 in the aggregate other than (x) intercompany agreements or (y) a Contract in respect of any bank acceptance, cash collateralized letter of guarantees, letter of credit, pledge or deposit to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature provided that the aggregate outstanding amount of Indebtedness referred to in clause (y) shall not exceed $4,000,000; (iv) is a Contract pursuant to which the Company or any of its Subsidiaries is a party: was granted any land use rights; (iv) any Contractual Obligation that is a involves the acquisition from another Person or disposition to another Person, directly or indirectly (by merger, license, Contract or otherwise), of share capital, other equity interests or control of another Person including the acquisition of all or substantially all assets of such Person (1) which took place after December 31, 2012, or (2) contains representations, warranties, covenants, indemnities, tax sharing provisions or other obligations (including indemnification, “material contractearn-out” (as such term is defined when in Item 601(b)(10cash or in any other form of consideration) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (or other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained thereincontingent obligations) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary are still in excess of $200,000 and is not otherwise cancelable effect and, individually, could reasonably be expected to result in payments by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less noticein excess of $1,000,000. As of June 30, (v) any Lease for real property or 2013, the aggregate amount of contingent payment obligations arising out of acquisitions by the Company, determined in a manner consistent with GAAP, is approximately $36 million; (vi) prohibits the payment of dividends or distributions in respect of the share capital of the Company or any other Contractual Obligation of its wholly owned Subsidiaries, prohibits the pledging of the share capital of the Company or any of its wholly owned Subsidiaries or prohibits the issuance of any guaranty by the Company or any of its wholly owned Subsidiaries; (vii) is a license agreement that is material to the business of the Company and its Subsidiaries, taken as a whole, pursuant to which the Company or any of its Subsidiaries licenses in Intellectual Property or licenses out Intellectual Property owned by the Company or its Subsidiaries (each Contractual Obligation other than license agreements for commercially available software on standard terms); (viii) (in respect of any master service agreement with a customer that is any of the top twenty (20) customers of the Company for the financial year ended December 31, 2012, or any statements of work or purchase orders under such master service agreement only), contains provisions that prohibit the Company or any of its Subsidiaries from competing in any material line of business in any material respect, grant a right of exclusivity to any Person which prevents the Company or its Subsidiaries from entering any territory, market or field anywhere in the world in any material respect, subject the Company or any of its Subsidiaries to “most favored nation,” “benchmarking” or “price downward adjustment” obligations, or could require the Company or any of its Subsidiaries to transfer any of its assets or operations (including CDCs) to a third party; (ix) provides for any change of control or similar payments in excess of $3,000,000; (x) is a Contract (excluding purchase orders or statements of work) under which the actual payment or receipt of amounts by the Company or its Subsidiaries of more than $6,000,000 (other than any Contract referenced above in clause (xii) below) during the first six (6) months for the financial year ending December 31, 2013; (xi) is a master service agreement or similar Contract (excluding purchase orders or statements of work), between the Company or any of its Subsidiaries, on the one hand, and any of the top twenty (20) customers of the Company for the financial year ended December 31, 2012, on the other hand; (xii) is a joint venture contract, strategic cooperation or partnership arrangement (including cooperation or long-term agency contracts entered into at the corporate headquarters level with insurance companies), or any other agreement involving a sharing of profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any third party; (xiii) is between the Company or any of its Subsidiaries, on the one hand, and any directors or executive officers of the Company or any of its Subsidiaries or their immediate family members or shareholders of the Company or any Subsidiary holding more than 5% of the voting securities of the Company or any Subsidiary, on the other hand, under which there are material rights or obligations outstanding; (xiv) involves waiver, compromise, or settlement of any Action, other than the settlement of any Action (A) in the ordinary course of business and consistent with past practice or (B) involving an amount in dispute of not more than $500,000; (xv) is between the Company or any of its Subsidiaries, on the one hand, and a Governmental Authority, on the other hand, with a transaction amount of more than $2,000,000; or (xvi) any other Contracts, whether or not made in the ordinary course of business, the absence of which would reasonably be expected to have a Material Adverse Effect. Each such Contract described in clauses (i) through (vixvi) individually, above is referred to herein as a “Material Contract” and collectively, “Material Contracts”); provided thatthat Material Contracts shall not include any (x) Benefit Plans, (y) any purchase orders or statements of work and (z) any management, employment, severance, change in control, transaction bonus, consulting, repatriation or expatriation agreement or other Contract between the Company or one of its Subsidiaries and any Service Provider with respect to which the Company or one of its Subsidiaries has or may have any material liability or obligation, which Contracts are dealt with exclusively in Section 4.10. (b) Except as would not have a Company Material Contracts described aboveAdverse Effect, such list shall identify the date (i) each Material Contract is a legal, valid and binding obligation of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents thereto and, to the knowledge of Company’s Knowledge, the Companyother parties thereto, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, each case subject to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), Bankruptcy and Equity Exception; (ii) neither the Company nor any of its Subsidiaries is a party nor, to any non-competition agreement or the Company’s Knowledge, any other agreement party thereto is in breach or obligation that materially limits violation of, or will materially limit default under, any Material Contract and no event has occurred or not occurred through the Company 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 from engaging in have not received any line written claim or notice of business in default, termination or cancellation under any territorysuch Material Contract.

Material Contracts. (a) Schedule 3.12(a) 4.19 of the Company Disclosure Letter, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true, correct true and complete list list, as of the following Contractual Obligations (including every written amendmentdate of this Agreement, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: of: (i) any Contractual Obligation that is a each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the CommissionExchange Act), ; (ii) Contractual Obligations each contract that collectively represent provides for the top 5 agreements acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties (based on costother than Oil and Gas Properties) with content licensors for respect to which the Company reasonably expects that the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves will make annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary payments in excess of $200,000 and is not otherwise cancelable 15,000,000 or aggregate payments in excess of $50,000,000; (iii) each contract that constitutes a commitment relating to Indebtedness or the deferred purchase price of property by the Company or any of its Subsidiaries without (whether incurred, assumed, guaranteed or secured by any financial asset) in excess of $20,000,000, other than agreements solely between or among the Company and its Subsidiaries; (iv) any acquisition or divestiture contract that contains “earn -out” or other penalty on 90-days’ or less noticesimilar contingent payment obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Report), that would reasonably be expected to result in annual payments in excess of $20,000,000; (v) any Lease for real property contract pursuant to which the Company or any of its Subsidiaries has paid amounts associated with any Production Burden in excess of $20,000,000 during the immediately preceding fiscal year or with respect to which the Company reasonably expects that it will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $20,000,000 annually; (vi) each contract for lease of personal property or real property (other than Oil and Gas Properties) involving payments in excess of $20,000,000 in any calendar year or aggregate payments in excess of $50,000,000 that are not terminable without penalty or other Contractual Obligation liability to the Company (other than any ongoing obligation pursuant to such contract that is not caused by any such termination) within 60 days, other than contracts related to drilling rigs; (vii) each contract that is a non-competition contract or other contract that (A) purports to limit in any material to respect either the type of business in which the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to after the knowledge 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 Company, oral) received by disposition of any material assets or line of business of the Company or its Subsidiaries from (or, after the Effective Time, Parent or its Subsidiaries) or (C) prohibits or limits the rights of the Company or any party of its Subsidiaries to such 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; (viii) each contract involving the pending acquisition or on behalf sale of (or option to purchase or sell) any such party that such party intends to cancel, terminate, seek re-bidding material amount of the assets or fail to renew such contract. Except as set forth on Schedule 3.12(aproperties of the Company or its Subsidiaries (including any Oil and Gas Properties), taken as a whole, other than contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business; (ix) each ISDA Master Agreement for any Derivative Transaction; (x) each material partnership, joint venture or limited liability company agreement, other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company; (xi) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract requiring the Company or any of its Subsidiaries to make expenditures from and after January 1, 2019 that would reasonably be expected to be in excess of $25,000,000 in the aggregate, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (xii) each collective bargaining agreement to which the Company is a party or is subject; (xiii) each agreement under which the Company or any of its Subsidiaries has delivered advanced or made available trueloaned any amount of money to any of its officers, correct directors, employees or consultants, in each case with a principal amount in excess of $120,000; (xiv) any contract (A) that provides for the sale by the Company or any of its Subsidiaries of Hydrocarbons or any Hydrocarbon marketing, transportation, gathering, processing, storage or similar contract that is (1) in excess of 5,000 MMcf of natural gas per day, or 1,000 barrels of oil per day, in each case over a period of one month (calculated on a yearly average basis) or (2) for a term greater than ten (10) years or (B) pursuant to which the Company reasonably expects to make aggregate payments in excess of $20,000,000 in any of the next three succeeding fiscal years or $50,000,000 over the life of the contract that, in the case of the contracts described in (A) or (B), has a remaining term of greater than 60 days and complete copies does not allow the Company or such Subsidiary to terminate it without penalty to the Company or such Subsidiary within 60 days; (xv) each contract for any Company Related Party Transaction; (xvi) any contract that provides for a “take-or-pay” clause or minimum volume commitment; or (xvii) each agreement that contains any “most favored nation” or most favored customer provision, call or put option, preferential right or rights of all first or last offer, negotiation or refusal, in each case other than those contained in (A) any agreement in which such Contractual Obligations provision is solely for the benefit of the Company or any of its Subsidiaries, (B) customary royalty pricing provisions in Oil and Gas Leases or (C) customary preferential rights in joint operating agreements, unit agreements or participation agreements affecting the business or the Oil and Gas Properties of the Company or any of its Subsidiaries, to counsel which the Company or any of its Subsidiaries or any of their respective Affiliates is subject, and is material to Purchaserthe business of the Company and its Subsidiaries, taken as a whole. (b) All Collectively, the contracts that are required to be set forth in Section 4.19(a) are herein referred to as the “Company Contracts.” A complete and correct copy of each of the Company Contracts has been made available to Parent. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Contracts are Adverse Effect, each Company Contract is legal, valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective its terms in all material respects, subject to Equitable Principles. The on the Company is not in material default or breach under any and each of its Contractual Obligations or organizational documents Subsidiaries that is a party thereto and, to the knowledge of the Company, no each other 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 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 of its Contractual Obligations is such Company Contract in material breach or default or breach thereunder (thereunder, and no event has occurred which that with the passage lapse of time or the giving of notice or both would result in constitute a material default or breach thereunder by the Company or its Subsidiaries, or, to the knowledge of the Company, by any other party thereunder)thereto. Except as set forth on Schedule 3.12(b)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 is a has received any written notice of the intention of any other party to any non-competition agreement Company Contract to terminate for default, convenience or otherwise any other agreement Company Contract, nor to the knowledge of the Company, is any such party threatening to do so, in each case except as has not had or obligation that materially limits would not reasonably be expected to have, individually or will materially limit in the aggregate, a Company or any of its Subsidiaries from engaging in any line of business in any territoryMaterial Adverse Effect.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Schedule 3.12(a) sets forth contains a true, correct true and complete list list, as of the date of this Agreement, of each of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any types of its Subsidiaries) contracts and agreements to which the Company or any of its Subsidiaries Company Subsidiary is a party: party or bound (including counterparty name, date, and all amendments of a material nature thereto), excluding for this purpose, any employment contract and any purchase orders submitted by customers (such contracts and agreements as are required to be set forth Section 4.16(a) of the Company Disclosure Schedule, excluding any Plan listed on Section 4.10(a) of the Company Disclosure Schedule, being the “Material Contracts”): (i) all currently effective contracts and agreements with consideration paid or expected to be payable to the Company or any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission)Company Subsidiaries of more than $2,500,000 in the aggregate (including, for greater certainty, consideration paid or payable to the Company or any of the Company Subsidiaries pursuant to purchase orders or master terms applicable to such contracts and agreements) over any 12-month period after December 31, 2018; (ii) Contractual Obligations that collectively represent the top 5 all currently effective contracts and agreements (based on cost) with content licensors for Suppliers to the Company and its Subsidiaries during or any Company Subsidiary, including those relating to the Company’s last fiscal yeardesign, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements development, manufacture or sale of Products of the Company and its Subsidiaries during or any Company Subsidiary, under which aggregate expenditures of more than $2,500,000 in the Company’s last fiscal yearaggregate (including, (iv) for greater certainty, expenditures paid or payable to the Company or any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(aCompany Subsidiaries pursuant to purchase orders or master terms applicable to such contracts and agreements with Suppliers) without regard have been paid or are expected to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year be payable by the Company or any Company Subsidiary, in the aggregate, over any 12-month period after December 31, 2018; (iii) all management contracts and contracts with other consultants, in each case, excluding Plans and any employment contracts, that are material to the business of the Company and not terminable without further monetary liability on sixty (60) days’ or less notice (except for notice or severance to the extent required under applicable Law for non-U.S. employees, and where further potential monetary liability is less than $250,000); (iv) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Company Subsidiary or income or revenues related to any Product of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party and pursuant to which the Company or any Company Subsidiary has made or is expected to make payments of more than $2,500,000, in excess the aggregate, over any 12-month period after December 31, 2018; (v) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $2,500,000, and any pledge agreements, security agreements, hypothec or other collateral agreements in which the Company or any Company Subsidiary granted to any person a security interest in or Lien on any property or assets of $200,000 the Company or any Company Subsidiary that is material to the conduct of the business of the Company and the Company Subsidiaries, and all agreements or instruments guarantying the debts or other obligations of any person; (vi) all partnership, joint venture or similar agreements; (vii) all contracts and agreements with any Governmental Authority to which the Company or any Company Subsidiary is not otherwise cancelable a party that involve payments to or by the Company or any Company Subsidiaries in excess of its Subsidiaries without $2,500,000; (viii) all contracts and agreements that limit, or purport to limit, the ability of the Company or any financial Company Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality obligations; (ix) all contracts and agreements that relate to the direct or indirect acquisition or disposition of any securities or business (whether by merger, sale of stock, sale of assets or otherwise); (x) all contracts and agreements relating to a Company Interested Party Transaction; (xi) all contracts and agreements involving any resolution or settlement of any actual or threatened Action or other penalty dispute which require payment in excess of $2,000,000 or impose continuing obligations on 90the Company or any Company Subsidiary, including injunctive or other non-days’ monetary relief; and (xii) all contracts and agreements not otherwise identified pursuant to the foregoing if (A) the violation, breach, or less noticetermination thereof would reasonably be expected to have a Company Material Adverse Effect, (v) any Lease for real property or (viB) any other Contractual Obligation that is such contacts or agreements are otherwise considered material to the Company or its and the Company Subsidiaries (each Contractual Obligation referenced above in clauses on a consolidated basis. (i) through (vi) individually, a “Each Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and Contract is in full force and effect in all material respects effect, is a legal, valid and enforceable by binding obligation of the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The or the Company is not in material default or breach under any of its Contractual Obligations or organizational documents Subsidiaries (as applicable) and, to the knowledge of the Company, no the other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company orparties thereto, subject to the knowledge of the CompanyRemedies Exceptions, by any other party thereunder). Except as set forth on Schedule 3.12(b), and neither the Company nor any of its Subsidiaries Company Subsidiary is a in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the Company’s knowledge, no other party to is in material breach or violation of, or material default under, any non-competition agreement or any other agreement or obligation that materially limits or will materially limit Material Contract; and (iii) the Company and the Company Subsidiaries have not received any notice or claim of any such breach, violation or default under any such Material Contract. The Company has made available to NGA true and complete copies of its Subsidiaries from engaging all Material Contracts, including any amendments thereto that are material in any line of business in any territorynature.

Material Contracts. (a) Schedule 3.12(a3.14(a) sets forth a true, correct and complete list of the Disclosure Schedule lists each following Contractual Obligations Contract (including every written amendmentx) by which any of the Purchased Assets is bound or affected or (y) to which Seller, modification or supplement its applicable Affiliate, is a party and is used with respect to the foregoing Business or other material amendment, modification the Purchased Assets: (i) any Contract involving aggregate consideration in excess of $1,000,000 or supplement requiring performance by any party more than one (1) year from the date hereof; (ii) any Contract that relates to the foregoing sale, license or lease of any of the Purchased Assets; (iii) any Contract with (A) any Business Customer or (B) any Business Supplier; (iv) any Contract providing for any non-competition, non-solicitation, exclusive dealing, grants of exclusive rights, or prohibiting Seller or Purchaser (after the Closing) from freely engaging in business or otherwise including provisions on joint price-fixing, “most favored nation”, pricing limitations, required discounts, rights of first refusal, right of first offer, market or customer sharing, exclusivity or market classification; (v) any Labor Agreement; (vi) any Contract with an Identified Employee; (vii) any Contract not executed in the ordinary course of business, not consistent with fair market terms, conditions and prices or with applicable Laws or otherwise not made on arm’s length terms and conditions; (viii) any Contract in which Seller has agreed to purchase, “take or pay,” minimum commitments, volume requirements or similar obligations or supply a minimum quantity of goods or services; (ix) any Contract with an uncapped guaranty, liability or indemnification for any product related to the Business; (x) any Government Contract; (xi) any Contract that is binding on could prohibit or delay the Company consummation of the transactions contemplated hereby; (xii) any Contract relating to any Assumed Liability; and (xiii) any Contract between or among Seller or any of its Subsidiaries) to which Affiliates on the Company or one hand and any Affiliate of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based Seller on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaserhand. (b) All of the Material Contracts are valid, binding and in full force and effect Seller has performed in all material respects all obligations required to be performed by it and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default under or in breach of nor in receipt of any claim of default or breach under any of its Contractual Obligations or organizational documents andMaterial Contract, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default default, breach or breach event of noncompliance by the Company Seller or, to the knowledge Knowledge of the CompanySeller, by any other party thereunder)under any such Material Contract. Except as set forth on Schedule 3.12(b)To the Knowledge of Seller, neither the Company nor any of its Subsidiaries is a each other party to any non-competition agreement each such Contract has performed in all material respects all obligations required to be performed by it under such Contract. Each Material Contract (i) is legal, valid, binding and enforceable against Seller and, to the Knowledge of Seller, against each other party to such Contract and (ii) will continue to be legal, valid, binding and enforceable on identical terms as of immediately after the Closing. Purchaser has been supplied with a correct and complete copy of each Material Contract, together with all amendments, waivers or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territorychanges thereto.

Material Contracts. (a) Schedule 3.12(aSection 4.19(a) of the Company Disclosure Letter sets forth a true, correct and complete list list, as of the following Contractual Obligations date hereof, and the Company has made available to Parent and Merger Sub (including every written amendmentor Parent’s outside counsel) true, modification correct and complete copies of each Contract (and any material amendments, supplements and modifications thereto) which is in effect as of the date hereof (or supplement pursuant to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on which the Company or any of its SubsidiariesSubsidiaries has any continuing obligations thereunder) to and under which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound that (provided, that the true, correct and complete list set forth on Section 4.19(a) of the Company Disclosure Letter shall exclude any Contracts under which Parent or any of its Affiliates is a party: ): (i) any Contractual Obligation that has been filed or is 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 disclosed by the Company on a Current Report on Form 8-K (provided that such Contracts need not be set forth in Section 4.19(a) of the CommissionCompany Disclosure Letter if true, correct and complete (subject to redactions) copies of such Contracts have been filed as exhibits to the Company SEC Reports prior to the date hereof), ; (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for involving aggregate payments by the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of or aggregate payments payable to the Company and its Subsidiaries during under such Contract of more than $250,000 in the Company’s last fiscal yeartwelve (12) month period prior to the date of this Agreement and in any prospective twelve (12) month period (including, in each case, by means of royalty, milestone or similar payments); (iii) contains covenants that (A) limit in any material respect the freedom of the Company or any of its Subsidiaries (or, after consummation of the Merger, would limit in any material respect the freedom of the Surviving Corporation and its Affiliates) to compete or engage in any line of business, drug discovery or any development program, therapeutic area or geographic area, or with respect to any class of compounds, molecules or products, or with any Person, (ivB) contain any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year “most favored nations” or similar preferential pricing terms and conditions granted by the Company or any of its Subsidiaries, or (C) contain exclusivity obligations (or similar requirement) or otherwise limit in any material respect the freedom or right of the Company Subsidiary or any of its Subsidiaries to research, develop, sell, distribute or manufacture any products or services or to solicit customers; (iv) grants any third party rights of first refusal, rights of first option, rights of first offer or similar rights or options to purchase or otherwise acquire any interest in excess any of $200,000 the material properties or assets (including material Intellectual Property Rights) owned by the Company or any of its Subsidiaries; (v) provides for or governs the formation, creation, operation, management or control of (A) any partnership, joint venture, strategic alliance, collaboration, co-promotion or profit-sharing arrangement or (B) any material research and is development arrangement (each Contract under subclauses (A) and (B), a “Collaboration Agreement”); (vi) provides for the assignment or grant of a license, right or immunity (including a covenant not otherwise cancelable to ▇▇▇ or right to enforce or prosecute any Patents) by a third party for any of its Intellectual Property Rights to the Company or any of its Subsidiaries, other than Incidental Contracts; (vii) provides for the assignment or grant of a license, right or immunity (including a covenant not to ▇▇▇ or right to enforce or prosecute any Patents) by the Company or any of its Subsidiaries without of any financial Company Intellectual Property Rights to any third party, other than Incidental Contracts; (viii) other than solely between or other penalty on 90-days’ among the Company and any Subsidiary of the Company, relates to indebtedness for borrowed money (whether incurred, assumed, guaranteed or less noticesecured by any asset) having an outstanding principal amount in excess of $250,000; (ix) constitutes any acquisition or divestiture Contract (whether by merger, consolidation, purchase or sale of stock or otherwise) of any interest in any Person or any business, line of business or division thereof, or a portion of the assets of any Person that has not yet been consummated or that has continuing material obligations (which obligations shall include any “earnout” or similar contingent or deferred payments); (x) involves the settlement of any pending or threatened claim, action or proceeding (A) with any Governmental Authority, (vB) any Lease for real property which requires payment obligations after the date hereof, in excess of $250,000 or (viC) imposes any continuing material non-monetary obligations on the Company (which obligations shall include any monitoring or material reporting obligations to any other Contractual Obligation Person or any obligations that is limit in any material to respect the ability of the Company or any of its Subsidiaries to operate its business); (each Contractual Obligation referenced above xi) has been entered into between the Company or any of its Subsidiaries, on the one hand, and 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), on the other hand, including any Contract pursuant to which the Company or any of its Subsidiaries has an obligation to indemnify such officer, director, affiliate or family member (but not including any Plans); (xii) (A) contains any non-solicitation or non-hire restrictions that purport to impose material obligations or restrictions upon any controlling Affiliates of the Company pursuant to the terms thereof or (B) purports to assign or grant a license, right or immunity to the Intellectual Property Rights of any controlling Affiliates of the Company pursuant to the terms thereof; and (xiii) has been entered into with a Governmental Authority. Each Contract of the type described in clauses (i) through (vixiii) individuallyabove (whether listed on Section 4.19(a) of the Company Disclosure Letter or not), other than a Plan, is referred to herein as a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All Except as would not have a Company Material Adverse Effect, (i) each Material Contract is valid and binding on the Company or the Subsidiary of the Material Contracts are validCompany that is a party thereto and, binding to the Knowledge of the Company, each other party thereto, and is in full force and effect in effect, subject to the Enforceability Exceptions, (ii) the Company and its Subsidiaries have complied with all material respects obligations required to be performed or complied with by them under each Material Contract and enforceable (iii) there is no (with or without notice or lapse of time, or both) default under or breach of any Material Contract by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents andSubsidiaries, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge Knowledge of the Company, by any other party thereunder)thereto. Except as set forth on Schedule 3.12(b)As of the date hereof, neither the Company nor any of its Subsidiaries is a has received any written notice or claim from any third party to any non-competition agreement Material Contract of any default, breach, violation, termination or cancellation under any other agreement or obligation that materially limits or will materially limit Material Contract. For purposes of this Section 4.19(b) and Section 6.1(b)(xv)(B), the Company or term “Material Contract” shall be deemed to include any Contract entered into after the date of its Subsidiaries from engaging in any line of business in any territorythis Agreement that, if entered into prior to the date hereof, would qualify as a Material Contract.

Material Contracts. (a) Schedule 3.12(aExcept for contracts filed as exhibits to the Company SEC Documents, any Company Lease (other than any Material Company Lease) sets or as set forth a true, correct and complete list in Section 4.19(a) of the following Contractual Obligations (including every written amendmentCompany Disclosure Letter, modification or supplement to as of the foregoing or other material amendmentdate of this Agreement, modification or supplement to the foregoing that is binding on the neither Company, Operating Partnership nor any Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries Subsidiary is a party: party to or bound by any contract that, as of the date hereof: (i) any Contractual Obligation that is a “material contract” required to be filed as an exhibit to the Company Annual Report on Form 10-K pursuant to Item 601(b)(2) or (as such term is defined in Item 601(b)(1010) of Regulation S-K of promulgated under the Commission), Securities Act; (ii) Contractual Obligations that collectively represent the top 5 agreements obligates Company, Operating Partnership or any Company Subsidiary to make aggregate annual (based on cost) with content licensors for the Company and its Subsidiaries or during the remaining term of such contract) 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 ninety (90) days without material penalty to Company’s last fiscal year, Operating Partnership or any Company Subsidiary; (iii) Contractual Obligations contains any non-compete, non-solicit or exclusivity provisions (in each case, other than those contained in agreements with employees or independent contractors that collectively represent do not contractually bind Company or any Company Subsidiary with any such non-compete, non-solicit, or exclusivity provisions) with respect to any line of business or geographic area that materially restricts the top 5 agreements (based on revenue) business of Company or any Company Subsidiary, or that otherwise materially restricts the lines of business conducted by Company or any Company Subsidiary or the geographic area in which Company or any Company Subsidiary may conduct business or provides for distribution services and cooperation agreements “most favored nation” rights that restrict existing or future Affiliates of Company, in each case that would reasonably be expected to be material to the operations of Company and its Subsidiaries during the Company’s last fiscal yearor any Company Subsidiary, taken as a whole; (iv) constitutes Indebtedness for borrowed money obligations of Company, Operating Partnership or any Contractual Obligation (other than Company Subsidiary with a Contractual Obligation described in one principal amount as of the other provisions date hereof greater than $3,000,000; (v) requires Company, Operating Partnership or any Company Subsidiary to dispose of this Section 3.12(aor acquire assets or properties with a fair market value in excess of $1,000,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction; (vi) without regard to contains obligations for the acquisition or disposition (by merger, consolidation, purchase or sale of stock or assets or otherwise) of any threshold contained therein) that involves annual expenditures during entity, business, or material assets that, after the Company’s last fiscal year by date hereof, could result in material liabilities on the part of Company or any Company Subsidiary in respect of any (A) purchase price adjustment, earn-outs or contingent purchase price obligations, or (B) solely in respect of any acquisition or disposition of any entity, business, or assets that constitute a business or division of Company, indemnity obligations; (vii) constitutes a Third-Party Property Management Agreement or a Material Company Lease; (viii) constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a hedging transaction; (ix) constitutes a joint venture, partnership or limited liability company agreement between Company, Operating Partnership or any Company Subsidiary, on the one hand, and any third party, on the other hand; (x) constitutes a loan to any Person (other than a wholly-owned Company Subsidiary) by Company, Operating Partnership or any Company Subsidiary (other than advances made 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 $200,000 1,000,000; or (xi) involves any settlement of any litigation or arbitration which has not been fully performed or accrued for, other than, in each case, (A) any such contracts, agreements or understandings concerning the routine collection of debts entered into in the ordinary course of business and is not otherwise cancelable (B) providing solely for payments under any such contract, agreement or understanding by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or Company Subsidiary in an amount less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaserthan $500,000. (b) All Each contract in any of the categories set forth in Section 4.19(a) to which 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 Contracts are Contract.” A true, complete and correct copy of each Company Material Contract, as of the date of this Agreement, has been made available to Parent prior to the date of this Agreement. (c) Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, each Company Material Contract is legal, valid, binding and enforceable on Company, Operating Partnership and each Company Subsidiary that is a party thereto and, to the Knowledge of Company, each other party thereto, and is in full force and effect effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ or landlords’ or other applicable counterparties’ 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, Operating Partnership and each Company Subsidiary has performed all material respects and enforceable obligations required to be performed by it prior to the date hereof under each Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents Material Contract and, to the knowledge Knowledge of the Company, no 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, Operating Partnership or any Company Subsidiary, nor, to the Knowledge of its Contractual Obligations Company, any other party thereto, is in material breach or violation of, or default or breach thereunder (under, any Company Material Contract, and no event has occurred which that, with the passage notice or lapse 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 giving aggregate, a Company Material Adverse Effect. As of the date hereof, neither Company, Operating Partnership nor any Company Subsidiary has received written notice of any violation or both would result in a material default by Company, Operating Partnership or breach by the any Company Subsidiary, or, to the knowledge Knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b)thereto under any Company Material Contract, neither except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryMaterial Adverse Effect.

Material Contracts. (a) Schedule 3.12(a4.8(a) sets forth a true, correct and complete list of the Seller Disclosure Schedule lists all of the following Contractual Obligations (including every written amendment, modification Contracts to which any Acquired Company is a party or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company which Seller or any of its SubsidiariesAffiliates is a party that is a Shared Contract or primarily relates to the Business (indicating with an asterisk (*) any such Contracts to which the Company Seller or any of its Subsidiaries Affiliates (other than the Acquired Companies) is a party: (i) any Contractual Obligation and that is a “material contract” (are in effect and not entirely fulfilled or performed as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements date of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation this Agreement (other than a Contractual Obligation described in one Benefit Plans) (the Contracts required to be listed on Schedule 4.8(a) of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less noticeSeller Disclosure Schedule, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, the “Material Contracts”); provided thatthat (x) order forms, purchase orders, statements of work and (y) any Contracts of the type described in Section 4.8(a)(iii), in each case, need not be listed on Schedule 4.8(a) of the Seller Disclosure Schedule (the Contracts described in clauses (x) and (y), the “Specified Material Contracts”), but shall otherwise constitute Material Contracts hereunder: (i) any Contract with a Key Customer; (ii) any Contract with a Key Supplier; (iii) Contracts that (A) involve aggregate payments to the Acquired Companies, or aggregate payments by the Acquired Companies, in each case, in excess of $3,000,000 in the prior twelve (12) months or (B) are reasonably expected to involve aggregate payments to the Acquired Companies, or aggregate payments by the Acquired Companies, in each case, in excess of $3,000,000 in any calendar year period; (iv) any Contract that requires Seller or any of its Subsidiaries (including the Acquired Companies) to deal exclusively with a third party in connection with the sale or purchase of any product or service or geographic area; (v) any Contract that contains (A) “most favored nation”, first refusal, right of first negotiation, first offer provisions or similar preferential terms or (B) take-or-pay or similar minimum purchase requirements, in each case, in favor of any other Person; (vi) any Contract that relates to an acquisition, lease or divestiture of the equity, assets or property or business of any Person (whether by merger, sale of stock or other equity, sale of assets or otherwise) (A) with a purchase price in excess of $3,000,000, (B) that is material to the operation of the Business, taken as a whole or (C) that contains covenants, indemnities or other obligations that remain in effect and would reasonably be likely to be material to the Business, taken as a whole; (vii) any Contract relating to Indebtedness for borrowed money of the Acquired Companies or with respect to the Business; (viii) any Contract that creates any Encumbrance (other than any Permitted Encumbrance) upon any Owned Real Property, any Leased Real Property or any material asset of any Acquired Company Material Contracts described aboveor the Business; (ix) any Contract that is a material IP Contract; (x) any Shared Contract; (xi) any Government Contract involving aggregate revenue of the Business in excess of $3,000,000 for the twelve (12) month period ended December 31, 2023; (xii) any Contract that provides for any joint venture, partnership, collaboration or other arrangement involving a sharing of profits or losses of any Acquired Company with any Person; (xiii) any Contract limiting or restraining (or purporting to limit or restrain) in any material respect Seller or any of its Subsidiaries (including the Acquired Companies) or the Business from (A) competing with any Person in any market or geographic area or in any business, (B) engaging in any type of business or (C) acquiring any entity, in each case, that relates to or affects the Business or any of the Acquired Companies; (xiv) any Contract involving a loan (other than transactions on credit in the ordinary course of business) or advance to (other than advances to any Business Employee extended in the ordinary course of business), or investment in, any Person or any Contract relating to the making of any such list shall identify loan, advance or investment; (xv) any Contract involving any actual or threatened Proceeding or other dispute (A)(1) entered into since January 1, 2021 and (2) that has involved or will involve payment in an amount in excess of $250,000 (net of third-party insurance coverage) or (B) that contains ongoing material obligations, including obligations to pay amounts, individually or in the aggregate, in excess of $500,000 (net of third-party insurance coverage and excluding compliance with confidentiality, non-disparagement, and other similar customary provisions); (xvi) any Contract requiring any capital commitment or capital expenditure (or series of the capital expenditures) by Seller or any of its Subsidiaries (including the Acquired Companies) in respect of the Business in excess of $3,000,000; (xvii) any Contract that contains obligations with respect to any contingent payment of any type (including under any purchase price adjustment, earn-out, deferred payment or similar provision) in excess of $3,000,000; (xviii) any Real Property Lease that is material to the Business; (xix) any supply or tolling Contract for the supply of raw materials, intermediates or finished goods for which there is no reasonably available alternative source as of the date of such contract and this Agreement; and (xx) any communications (written orContract that contains any material indemnification or contribution right or obligation, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of other than any such party right or obligation (1) incurred in the ordinary course of business with any customer or supplier, (2) that such party intends to cancel, terminate, seek re-bidding provides for any type of customary director and officer indemnification arrangement or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies (3) in respect of all such Contractual Obligations to counsel to PurchaserRetained Liabilities. (b) All Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each of the Material Contracts are valid, binding and is in full force and effect in all material respects and enforceable effect, (ii) there exists no default or breach under any such Material Contracts by the any Acquired Company in accordance or Seller or any of its Subsidiaries or, to Seller’s Knowledge, any other party to such Material Contracts, (iii) there exists no event or circumstance with their respective terms in all material respectsrespect to any Acquired Company or Seller or any of its Subsidiaries or, subject to Equitable Principles. The Company is not in material Seller’s Knowledge, any other party to such Material Contracts, that (with notice or lapse of time or both) would create a default or breach under any of its Contractual Obligations the Material Contracts or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a termination right thereof or would cause or permit the acceleration of or other changes of or to any material default right or breach by obligation or the Company loss of any material benefit thereunder and (iv) there exists no actual or, to Seller’s Knowledge, threatened termination or cancellation of any Material Contract. Seller has made available to Purchaser a complete and accurate copy of each Material Contract, other than any Specified Material Contract, that is in effect as of the date of this Agreement (together with all legally binding amendments, modifications, schedules or supplements thereto). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies or, to the knowledge of extent related to the CompanyBusiness, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company Seller or any of its Subsidiaries from engaging in other Affiliates has received any line of business in written or, to Seller’s Knowledge, oral notice under any territoryMaterial Contract that any counterparty to any Material Contract intends to terminate any such Material Contracts or is repudiating, not renewing, modifying, or accelerating any material obligation under any Material Contract or that it intends to do so. There have been no material disputes under any Material Contract during the period beginning three (3) years prior to the date hereof.

Material Contracts. Except for the agreements set forth as exhibits or incorporated by reference into Borrower’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on March 31, 2014 (a) the “Form 10-K”), and those agreements not included on the Form 10-K but included herein on Schedule 3.12(a) sets forth a true5.21 (collectively, correct and complete list the “Material Contracts”), as of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: Closing Date there are no (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) employment agreements covering the management of Regulation S-K of the Commission)Borrower, (ii) Contractual Obligations that collectively represent the top 5 collective bargaining agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal yearor other labor agreements covering any employees of Borrower, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution managerial, consulting or similar services and cooperation agreements to which Borrower is a party or by which it is bound requiring payment of the Company and its Subsidiaries during the Company’s last fiscal more than $250,000 in any year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company agreements regarding Borrower, its assets or operations or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or investment therein to which any of its Subsidiaries without any financial or other penalty on 90-days’ or less noticeequity holders is a party, (v) any Lease for real property patent licenses, trademark licenses, copyright licenses or other lease or license agreements to which Borrower is a party, either as lessor or lessee, or as licensor or licensee (other than widely-available software subject to “shrink-wrap” or “click-through” software licenses), (vi) distribution, marketing or supply agreements to which Borrower is a party, (vii) customer agreements to which Borrower is a party (in each case with respect to any other Contractual Obligation that is material to agreement of the Company or its Subsidiaries (each Contractual Obligation referenced above type described in the preceding clauses (i) through ), (iii), (iv), (v), (vi) individuallyand (vii) requiring payment of more than $250,000 in any year), (viii) partnership agreements pursuant to which Borrower is a “partner, limited liability company agreements pursuant to which Borrower is a member or manager, or joint venture agreements to which Borrower is a party, (ix) real estate leases, or (x) any other agreements or instruments to which Borrower is a party, in each case the breach, nonperformance or cancellation of which, would reasonably be expected to have a Material Contract” and collectively, “Material Contracts”); provided thatAdverse Effect. Schedule 5.21 sets forth, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, each real estate lease agreement to the knowledge which Borrower is a party as of the CompanyClosing Date, oral) received the address of the subject property. The consummation of the transactions contemplated by the Company or its Subsidiaries from Loan Documents will not give rise to a right of termination in favor of any party to such contract any Material Contract (other than Borrower) which would reasonably be expected to have, either individually or on behalf of any such party that such party intends to cancelin the aggregate, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchasera Material Adverse Effect. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territory.

Material Contracts. (a) Schedule Except as disclosed in 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) sets forth a true), correct and complete list as of the following Contractual Obligations (including every written amendmentdate of this Agreement, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on neither the Company nor any of its Subsidiaries is a party to or bound 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 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, (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 party: 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, 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) any Contractual Obligation that 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 CommissionSEC) 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) of the first sentence of this Section 3.12(a). (i) Each Company Material Contract is valid and binding and in full force and effect, (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and each of its Subsidiaries during the Company’s last fiscal yearhas performed in all respects all obligations required to be performed by it to date under each Company Material Contract, (iii) Contractual Obligations that collectively represent no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the top 5 agreements (based on revenue) for distribution services and cooperation agreements part of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without under any financial or other penalty on 90-days’ or less notice, such Company Material Contract and (viv) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge Knowledge of the Company, no other party to any of its Contractual Obligations such Company Material Contract is in material default in any respect thereunder, except in each case for any invalidity, nonperformance, event, condition or breach thereunder (default that, individually or in the aggregate, has not had, and no event has occurred which with the passage of time or the giving of notice or both would result in not be reasonably likely to have, a material default or breach by the Company or, to the knowledge of Material Adverse Effect on the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territory.

Material Contracts. (a) Schedule 3.12(aExcept for this Agreement and for the Contracts disclosed in the Filed Company SEC Documents, Section 4.14(a) of the Company Disclosure Letter sets forth a true, correct true and complete list list, as of the following Contractual Obligations (including every written amendmentdate of this Agreement, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on and the Company or any of its Subsidiaries) has made available to which the Company or any of its Subsidiaries is a party: Parent true and complete copies, of: (i) any Contractual Obligation each Contract that is 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; (ii) each Contract to which the Company or any Company Subsidiary is a party that (A) restricts the ability of the CommissionCompany or any Company Subsidiary to compete in any business or with any Person in any geographical area, (B) requires the Company or any Company Subsidiary to conduct any business on a “most favored nations” basis with any third party (C) provides for “exclusivity” or any similar requirement in favor of any third party or (D) provides preferential rights or rights of first or last offer or refusal to any third party, except in the case of each of clauses (A), (iiB), (C) Contractual Obligations and (D) for such restrictions, requirements and provisions that collectively represent the top 5 agreements (based on cost) with content licensors for are not material to the Company and its Subsidiaries during the Company’s last fiscal yearCompany Subsidiaries, taken as a whole; (iii) Contractual Obligations each Contract under which the Company or any Company Subsidiary licenses or sublicenses Intellectual Property from or to any third party (other than generally commercially available, off-the-shelf software programs), except for such licenses and sublicenses that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of are not material to the Company and its Subsidiaries during the Company’s last fiscal yearCompany Subsidiaries, taken as a whole; (iv) each Contract to which the Company or any Contractual Obligation Company Subsidiary is a party that provides for any payment, receipt or expenditure in excess of $250,000 in any twelve (other than 12) month period; (v) each Contract that constitutes a Contractual Obligation described in one commitment relating to Indebtedness for borrowed money or the deferred purchase price of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year property by the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in excess of $200,000 250,000, other than Contracts solely between or among the Company and/or any Company Subsidiary; (vi) each Contract under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant or occupant with respect to any material real property leased, subleased, licensed or otherwise occupied; (vii) each Contract for any Derivative Transaction; (viii) each material partnership, joint venture or limited liability company agreement, other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and is not otherwise cancelable Gas Properties of the Company or any Company Subsidiary; (ix) each joint development agreement, exploration agreement, participation, farmout, farm-in or program agreement or similar Contract requiring the Company or any Subsidiary to make expenditures that would reasonably be expected to be in excess of $250,000 in the aggregate during the twelve (12) month period following the date of this Agreement, other than customary joint operating agreements and continuous development obligations under leases relating to any of the Oil and Gas Properties of the Company or any Company Subsidiary; (x) each Contract that provides for a “take-or-pay” clause or any similar prepayment obligation, acreage dedication, minimum volume commitments or capacity reservation fees to a gathering transportation or other arrangement downstream of the wellhead, that cover, guaranty or commit volumes of Hydrocarbons of the Company or any Company Subsidiary; (xi) each Contract that would or would reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement or that, upon the consummation of the Merger, would (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent, Merger Sub, the Company or any of its their respective Subsidiaries without to any financial officer, director, consultant or other penalty on 90-days’ employee of any of the foregoing; and (xii) each Contract with or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to binding upon the Company or its Subsidiaries (each Contractual Obligation referenced above any Company Subsidiary or any of their respective properties or assets that is of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. Each such Contract described in clauses (i) through (vixii) individually, above is referred to herein as a “Material Company Specified Contract” and collectively, “Material Contracts.”); provided that, with respect to Company Material Contracts described above, such list shall identify (b) As of the date of such contract this Agreement, each of the Company Specified Contracts is valid, binding and any communications (written orenforceable on the Company or the Company Subsidiaries, as the case may be, and, to the knowledge Knowledge of the Company, oral) received by the Company or its Subsidiaries from any each other party to such contract or on behalf of any such party that such party intends to cancelthereto, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and is in full force and effect (i) except for such failures to be valid, binding or enforceable or to be in all material respects full force and enforceable effect as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect and (ii) except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity. As of the date of this Agreement, there is no default under any Company Specified Contract by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The or the Company is not in material default or breach under any of its Contractual Obligations or organizational documents andSubsidiaries or, to the knowledge Knowledge of the Company, no any other party to any of its Contractual Obligations is in material default or breach thereunder (thereto, and no event has occurred which that (with the passage of time or the giving of without notice or both lapse of time, or both) would result in constitute a material default or breach thereunder by the Company or any Company Subsidiary or, to the knowledge Knowledge of the Company, by any other party thereunder). Except thereto, in each case except as set forth on Schedule 3.12(b)would not reasonably be expected to, neither individually or in the aggregate, have a Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryMaterial Adverse Effect.

Material Contracts. (a) Schedule 3.12(a) sets forth a true, correct and complete list Except for each Contract disclosed in Section 3.10 of the following Contractual Obligations Company Disclosure Schedules (including every written amendmenteach, modification a “Material Contract”), neither the Company nor any Subsidiary is a party to or supplement bound by: (i) (A) any real property lease or (B) any personal property lease where the aggregate payments due under such personal property lease are $150,000 or more; (ii) any Contract (A) for the purchase of materials, supplies, goods, services, equipment or other assets (other than Contracts with third-party managers and customer or supplier purchase orders entered into in the ordinary course of business) (1) under which the Company and/or the Subsidiaries made payments in excess of $175,000 in the twelve (12) months ended June 30, 2017 or (2) that contains any minimum or “take or pay” purchase or volume requirements, or (B) with a third-party manager under which the Company and/or the Subsidiaries made payments in excess of $350,000 in the twelve (12) months ended June 30, 2017; (iii) any sales, distribution, license or other Contract providing for the sale or license by the Company and/or any Subsidiary of materials, supplies, goods, products, services, equipment or other assets (A) under which the Company and/or the Subsidiaries were paid in excess of $250,000 (net of any fees paid through to third-party managers) in the twelve (12) months ended June 30, 2017; (B) that requires the Company and/or the Subsidiaries to sell any materials, supplies, goods, products, services, equipment or other assets exclusively to any Person; or (C) that obligates the Company and/or the Subsidiaries to provide any Person with equal or preferred pricing terms as compared to the foregoing pricing terms offered by the Company and/or the Subsidiaries to any other Person, including any Contract with any “most favored nation” pricing provision; (iv) any partnership, joint venture or other similar Contract or arrangement; (v) any employment Contract providing for base salary or base fees in excess of $200,000 on an annualized basis, and any severance, retention or change in control Contract with any employee, individual independent contractor or individual consultant of the Company or any Subsidiary (other than ordinary course offer letters); (vi) any Contract relating to the acquisition or disposition of any capital stock or other equity interests, business or material assets (whether by merger, sale of stock, sale of assets or otherwise) under which payment obligations or other material amendmentobligations (absolute or contingent) of the Company or its Subsidiaries remain outstanding, modification including any indemnification obligations; (vii) any Contract relating to Indebtedness (whether incurred, assumed, guaranteed or supplement secured by any asset) or the placing of a Lien (other than a Permitted Lien) on any assets of the Company or its Subsidiaries; (viii) any agency, dealer, sales representative or marketing Contract that provides for either (A) annual payments to the foregoing Company and/or the Subsidiaries of $100,000 or more or (B) aggregate payments to the Company and/or the Subsidiaries of $500,000 or more; (ix) any Contract (excluding non-exclusive licenses for commercial off-the-shelf computer software) pursuant to which the Company or any Subsidiary (A) obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right or (B) grants the right to use, or a covenant not to be sued under, any Intellectual Property Right (excluding non-exclusive licenses granted in the ordinary course of business to customers); (x) any Contract, commitment, arrangement or understanding with any Related Party; (xi) any Contract under which the Company or its Subsidiaries have, directly or indirectly, made any advance, loan, or extension of credit to, or capital contribution or other investment in, any other Person; (xii) any Contract that is binding limits the freedom of the Company or its Subsidiaries to compete with any Person or in any geographical area or that otherwise restricts the development, manufacture, marketing, distribution, or sale of the Company’s or its Subsidiaries’ products or services; (xiii) any Contract with any Governmental Authority (other than, for the avoidance of doubt, any Permit); (xiv) any Contract that grants any Person a right of first offer or right of first refusal with respect to the Common Stock or any capital stock of any Subsidiary of the Company or an exclusive dealing or similar exclusivity provision; and (xv) any settlement or similar Contracts with respect to Proceedings involving the Company or its Subsidiaries under which there are continuing obligations or Liabilities on the part of the Company or any of its Subsidiaries. (b) to which Except as set forth on Section 3.10 of the Company Disclosure Schedules, each Material Contract is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and, to the Knowledge of the Company, the other party or parties thereto, and is in full force and effect, and none of the Company, any Subsidiary or, to the Knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such Material Contract, and, to the Knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder, give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or a Subsidiary, and the Merger and the transactions contemplated by this Agreement will not result in any material change to the terms thereof. Neither the Company nor any of its Subsidiaries is a party: (i) has received any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge Knowledge of the Company, oral) received by the Company or its Subsidiaries oral notice from any party counterparty to such contract or on behalf of any such party a Material Contract that such party counterparty intends to cancel, terminate, seek re-bidding not renew, or materially amend the terms of or fail to renew such contract. Except as set forth on Schedule 3.12(a)Material Contract, the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party has given any such written or oral notice to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit counterparty to a Material Contract. Neither the Company or nor any of its Subsidiaries from engaging in has waived any line of business in its material rights under any territoryMaterial Contract. True and complete copies of each Material Contract have heretofore been made available to Parent (subject to customary redaction of competitively sensitive pricing information).

Material Contracts. (a) Schedule 3.12(aExcept for this Agreement, for Contracts filed as exhibits to the Company Reports or as disclosed in Section 3.15(a) sets forth a true, correct and complete list of the following Contractual Obligations (including every written amendmentCompany Disclosure Schedule, modification or supplement to as of the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any date of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: this Agreement (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to, and (ii) none of the Company, any of its Subsidiaries, or any of their respective properties, assets or rights is bound by: (i) any Contract that is or would be required to be filed by the Company as a “material contract” with the SEC pursuant to Item 601(b)(10) of Regulation S-K or disclosed by the Company on Form 8-K; (ii) any non-competition limited liability company agreement, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture (excluding any Teaming Agreement) that is material to the business of the Company and its Subsidiaries, taken as a whole, other agreement than any such limited liability company, partnership or obligation joint venture that materially limits is a Subsidiary of the Company; (iii) any Contract (other than among consolidated Subsidiaries of the Company or will materially capital or operating leases) relating to (x) indebtedness for borrowed money or (y) any interest rate, currency or commodity derivatives or hedging transactions; (iv) any Contract (other than any Teaming Agreement) that purports to limit the right of the Company or any of its Subsidiaries from engaging to engage or compete in any line of business or to compete with any Person or operate in any territorylocation, in each case in any respect material to the business of the Company and its Subsidiaries, taken as a whole; (v) any Contract entered into since the Applicable Date relating to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including payment, indemnification, purchase price adjustment, “earn-out” or other contingent obligations) of the Company or any of its Subsidiaries that are still in effect and would reasonably be expected to result in payments by the Company or any of its Subsidiaries in excess of $250,000; (vi) any Contract that obligates the Company to make any capital commitment or expenditure (including pursuant to any joint venture) in excess of $1,000,000; (vii) any individual Contract with an employee of the Company or any of its Subsidiaries that provides for compensation in any fiscal year that is equal to or greater than $400,000 (excluding any compensation related to expatriate costs and expenses, such as expatriate allowance, expatriate bonus, assignment completion bonus, post differential/hardship pay, post or cost of living allowance, education allowance, housing or living quarters allowance, relocation expenses, repatriation allowance, automobile allowance, language courses and orientation, travel costs, cost for tax assistance and preparation, and temporary housing costs), other than any offer letter or similar employment arrangement that can be terminated without express liability post-termination other than severance paid in the ordinary course of business; and (viii) any Contract that prohibits the pledging of capital stock of the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company.

Material Contracts. (a) Schedule 3.12(a4.13(a) sets forth a true, correct and complete list all of the following Contractual Obligations Contracts (including every written amendmenteach a “Material Contract” and, modification or supplement to collectively, the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries“Material Contracts”) to which the Company or any of its Subsidiaries is a party: party or by which any of them is bound (excluding any Contract covered by Section 4.11(b)(ii)) and which: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated under the CommissionSecurities Act), ; (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, would be treated as a sale-leaseback arrangement under GAAP; (iii) Contractual Obligations that collectively represent involves the top 5 agreements (based on revenue) for distribution services and cooperation agreements lease of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year personal property by the Company or any of its Subsidiaries that provides for rent payable by the Company Subsidiary or any of its Subsidiaries in any twelve (12) month period in excess of $200,000 2,000,000 (and is which cannot otherwise cancelable be terminated by the Company or any of its Subsidiaries without any financial or other penalty on 90-180 days’ notice); (iv) is with a Material Customer or less notice, a Material Supplier (or an applicable Affiliate or Subsidiary thereof) (excluding Contracts that are routine purchase orders and related releases occurring in the Ordinary Course of Business); (v) any Lease relates to indebtedness for real property or (vi) any other Contractual Obligation that is material to borrowed money of the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” other than indebtedness between the Company and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of its wholly-owned Subsidiaries or among the Company, oral’s wholly-owned Subsidiaries) received under which the principal amount outstanding thereunder payable by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging is in excess of $1,000,000; (vi) contains any material outstanding obligation 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; (vii) is a joint venture, partnership or similar agreement; (viii) provides for any change of control bonuses and/or severance payments, in each case, that would become payable solely as a result of the transactions contemplated herein to any current or former “executive officers” (as defined under item 402(a)(3) of Regulation S-K under Rule 3b-7 promulgated under the Exchange Act) of the Company or any of its Subsidiaries; (ix) relates to the services of any employee, director or officer of the Company or any Subsidiary who has a title of “Senior Vice President” or higher; (x) involves unpaid (as of the date hereof) commitments to make capital expenditures in excess of $1,000,000 individually or in the aggregate, by or on behalf of the Company or any of its Subsidiaries other than (i) Contracts between the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries or (ii) commitments reflected in the capital expenditure budget of the Company and its Subsidiaries for corporate, maintenance and strategic capital expenditures through December 31, 2019, and provided to Parent prior to the date hereof (the “CapEx Budget”); (xi) restricts in any line material respect the ability of business the Company or its Subsidiaries to compete in any territorybusiness or geographic area or hire any individual or group of individuals; (xii) is with (A) the U.S. Federal Government or any government in a nation-state of the European Union or (B) any other Governmental Body and in each case that involves payments to the Company or any of its Subsidiaries in any twelve (12) month period in excess of $5,000,000; (xiii) is a license of any Intellectual Property to or from the Company (other than with respect to (i) IT Contracts, (ii) licenses of Intellectual Property between the Company and any of its wholly-owned Subsidiaries, and (iii) commercially available software products under standard end-user object code license agreements) and involves payments by the Company or any of its Subsidiaries in any twelve (12) month period in excess of $1,000,000; (xiv) relates to the pending acquisition or sale of a business; or (xv) constitutes a Contract for borrowed money under which a Person (other than the Company, any of its Subsidiaries or any of their respective customers in the Ordinary Course of Business) is advanced or loaned an amount exceeding $1,000,000; or (xvi) contains any provision that requires the purchase of all of the Company’s (or any of its Subsidiaries’) requirements for a given product or service from a given third party, which product or service is material to the Company and its Subsidiaries, taken as a whole; (b) The Company has made available to Parent a correct and complete copy of each Material Contract, including all amendments and supplements thereto. Except as would not have a Material Adverse Effect: (i) assuming the due authorization, execution and delivery thereof by the other party or parties thereto, each Material Contract is in full force and effect and is a legal, valid and binding agreement that is enforceable against the Company and/or a Subsidiary of the Company (as applicable) and, to the Knowledge of the Company, the other party or parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception; (ii) the Company and/or one of its Subsidiaries (as applicable) and, to the Knowledge of the Company, each other party thereto are in compliance with all terms of each Material Contract; and (iii) none of the Company nor any of the Company’s Subsidiaries has received prior to the date hereof written notice of (x) default or noncompliance by the Company or its Subsidiaries under any Material Contract, (y) early termination of any Material Contract or (z) the intent of the counterparty to alter the provisions of any Material Contract.

Material Contracts. (a) Schedule 3.12(aSection 3.9(a) sets forth a true, correct and complete list of the Disclosure Schedules lists each of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on Contracts of the Company or any of its SubsidiariesSubsidiaries (such Contracts, together with all Contracts set forth in Section 3.10(c) of the Disclosure Schedules and all Company IP Agreements set forth in Section 3.12(b) of the Disclosure Schedules, being “Material Contracts”): (i) each Contract that cannot be cancelled by the Company or its Subsidiary without penalty or without more than thirty (30) days’ notice; (ii) all Contracts that require the Company or any of its Subsidiaries to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (iii) excluding any indemnification for infringement of Intellectual Property granted to customers of the Company in connection with the provision of the Company’s services, all Contracts that provide for the indemnification by the Company or any of its Subsidiaries of any Person or the assumption of any Tax, environmental or other Liability of any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which the Company or any of its Subsidiaries is a party; (vi) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the Company or any of its Subsidiaries is a party: party and which are not cancellable without material penalty or without more than thirty (i30) days’ notice; (vii) except for Contracts relating to trade receivables, all Contracts relating to Indebtedness; (viii) all Contracts with any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard Governmental Authority to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by which the Company or any of its Subsidiaries is a party (“Government Contracts”); (ix) all Contracts that limit or purport to limit the ability of the Company Subsidiary or any of its Subsidiaries to compete in excess any line of $200,000 and business or with any Person or in any geographic area or during any period of time; (x) any Contracts to which the Company or any of its Subsidiaries is not otherwise cancelable a party that provide for any joint venture, partnership or similar arrangement by the Company or any of its Subsidiaries; (xi) all collective bargaining agreements or Contracts with any Union to which the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, is a party; and (v) any Lease for real property or (vixii) any other Contractual Obligation Contract that is material to the Company or any of its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect not previously disclosed pursuant to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaserthis Section 3.9. (b) All of Each Material Contract is valid and binding on the Material Contracts are valid, binding Company or the Subsidiary that is a party thereto in accordance with its terms and is in full force and effect in all material respects subject, as to enforcement, to bankruptcy, insolvency, and enforceable by other laws affecting creditors’ rights generally and to general principles of equity. None of the Company in accordance with their respective terms in all material respectsCompany, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents andSubsidiaries or, to the knowledge Knowledge of the Company, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. To the Knowledge of the Company, no other party to any of its Contractual Obligations is in material default event or breach thereunder (and no event circumstance has occurred which that, with the passage notice or lapse of time or the giving both, would constitute an event of notice default under any Material Contract or both would result in a material default termination thereof or breach by would cause or permit the Company or, to the knowledge acceleration or other changes of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement right or obligation that materially limits or will materially limit the Company or loss of any benefit thereunder. Complete and correct copies of its Subsidiaries from engaging in any line of business in any territoryeach Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Parent.

Material Contracts. (a) Set forth in Schedule 3.12(a) sets forth 10.10 is a true, true and correct and complete list of (i) all plans, contracts or understandings providing for bonuses, pensions, options, deferred compensation, retirement payments, royalty payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant, (ii) any contract or agreement with any labor union, (iii) any contract for the following Contractual Obligations future purchase, acquisition or sale of products or rights to products or performance of services over a period of more than three months from the date hereof not made in the ordinary course of business, (iv) all leases of real property, including every written amendmentall amendments and modifications, modification or supplement to (v) any contract containing covenants limiting the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company freedom of Limco or any of its Subsidiariesthe Limco Subsidiaries to compete in any line of business or with any person; and (vi) every other contract to which the Company Limco or any of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined party which could reasonably be expected to result in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard annual payments by or to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company Limco or any of its Subsidiaries without in excess of Two Hundred Thousand Dollars ($200,000) or cumulative payments by or to or any financial or other penalty on 90-of the Limco Subsidiaries in excess of Two Hundred Thousand Dollars ($200,000), except for contracts entered into in the ordinary course of business which are terminable upon less than thirty (30) days’ notice by either party thereto without penalty or less notice, liability (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company Limco heretofore has delivered or made available true, to Calavo true and correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable PrinciplesContracts. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company Neither Limco nor any of its Subsidiaries is in default or breach, and no event has occurred or shall occur by reason of the transactions contemplated herein which would constitute a default or breach, where such default or breach would entitle another party thereto to any non-competition agreement accelerate or terminate such Material Contract or otherwise impose a material penalty or forfeiture thereunder (whether with or without notice, lapse of time or the happening or occurrence of any other agreement event), under any Material Contract. All Material Contracts are valid and binding agreements, and to the knowledge of Limco, there are no facts or obligation that materially limits or will materially limit circumstances which make a default under any Material Contract by any party thereto likely to occur subsequent to the Company or any of its Subsidiaries from engaging in any line of business in any territorydate hereof.

Material Contracts. (a) Schedule 3.12(a) sets forth a true4.25 delivered to AMCON by HNWC prior to the execution of this Agreement lists all material contracts and agreements to which, correct and complete list as of the following Contractual Obligations (including every written amendmentdate hereof, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries HNWC is a party: party or by which is bound or under which HNWC has or may acquire any rights, which involve or relate to (i) any Contractual Obligation that is a “material contract” (as obligations of HNWC for borrowed money or other indebtedness where the amount of such term is defined in Item 601(b)(10) of Regulation S-K of the Commission)obligations exceeds $50,000 individually, (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors lease by HNWC, as lessee or lessor, of real property for the Company and its Subsidiaries during the Company’s last fiscal yearrent of more than $25,000 per annum, (iii) Contractual Obligations the purchase or sale of goods (other than raw material to be purchased by HNWC on terms that collectively represent are customary and consistent with the top 5 agreements (based on revenuepast practice of HNWC and in amounts and at prices substantially consistent with past practices of HNWC) for distribution or services and cooperation agreements with an aggregate minimum purchase price of the Company and its Subsidiaries during the Company’s last fiscal yearmore than $25,000 per annum, (iv) rights to manufacture and/or distribute any Contractual Obligation (other product which accounted for more than a Contractual Obligation described in one $25,000 of the other provisions consolidated revenues of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures HNWC during the Company’s last fiscal year by the Company ended December 31, 1999 or any Company Subsidiary under which HNWC received or paid license or other fees in excess of $200,000 and is not otherwise cancelable by the Company or 25,000 during any of its Subsidiaries without any financial or other penalty on 90-days’ or less noticeyear, (v) any Lease for real property the purchase or sale of assets or properties not in the ordinary course of business having a purchase price in excess of $25,000, (vi) the right (whether or not currently exercisable) to use, license (including any "in-license" or "outlicense"), sublicense or otherwise exploit any intellectual property right or other proprietary asset of HNWC or any other Contractual Obligation that Person which, when considered together with all such other rights, is material to HNWC; (vii) any material collaboration or joint venture or similar arrangement; (viii) the Company restriction on the right or its Subsidiaries ability of HNWC (each Contractual Obligation referenced above in clauses A) to compete with any other Person, (iB) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and acquire any communications (written or, to the knowledge of the Company, oral) received by the Company product or its Subsidiaries other asset or any services from any party other Person, (C) to solicit, hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person; (ix) any currency hedging; (x) individual capital expenditures or commitments in excess of $25,000; or (xi) any license, lease or other right to use any water used by HNWC in its bottling operations. All such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct contracts and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts agreements are valid, binding duly and validly executed by HNWC and are in full force and effect in all material respects. HNWC has not violated or breached, or committed any default under, any contract or agreement, and, to the knowledge of HNWC, no other Person has violated or breached, or committed any default under, any contract or agreement, which violation, breach or default (alone or in combination with other violations, breaches or defaults under such contract or agreement or under other contracts or agreements) has had or may reasonably be expected to have a HNWC Material Adverse Effect. No event has occurred which, after notice or the passage of time or both, would constitute a default by HNWC under any contract or agreement or give any Person the right to (A) declare a default or exercise any remedy under any contract or agreement, (B) receive or require a rebate, chargeback, penalty or change in delivery schedule under any contract or agreement, (C) accelerate the maturity or performance of any contract or agreement, or (D) cancel, terminate or modify any contract or agreement, in each case which, together with all other events of the types referred to in clauses (A), (B), (C) and (D) of this sentence has had or may reasonably be expected to have a HNWC Material Adverse Effect. All such contracts and agreements will continue, after the Effective Time, to be binding in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles. The Company is not in material default or breach under any of its Contractual Obligations or organizational documents and, to the knowledge of the Company, no other party to any of its Contractual Obligations is in material default or breach thereunder (and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach by the Company or, to the knowledge of the Company, by any other party thereunder). Except as set forth on Schedule 3.12(b), neither the Company nor any of its Subsidiaries is a party to any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company or any of its Subsidiaries from engaging in any line of business in any territoryuntil their respective expiration dates.