Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Section 5.11(a) of the Disclosure Schedule sets forth an accurate and complete list of each of the following Contracts to which any Brand Company is a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a) Except as disclosed in Schedule 3.11, as of the Disclosure Schedule sets forth an accurate and complete list date hereof, neither ASFC nor any of each of the following Contracts to which any Brand Company its Subsidiaries is a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):by: (i) Contracts with a customer any lease of real property where any Brand Company that generated net revenue of ASFC or its Subsidiaries are tenants (A) providing for the Company in excess annual base rentals of $1,000,000 during the 12-month period ended or more, (B) expiring after December 31, 20152002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) Contracts pursuant to which any Brand Company paid to agreement for the purchase of materials, supplies, goods, services, equipment or other assets, including any supplierlicense for Software, vendor that provides for either (A) annual payments by ASFC or similar Person in excess any Subsidiary of ASFC of $1,000,000 during the 12-month period ended December 31, 2015or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; (iii) Contracts relating to the rental any limited partnership, joint venture or use other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of tangible personal property, equipment, vehicles, other personal property ASFC serves as a general partner or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallyotherwise has unlimited liability; (iv) Contracts pursuant any agreement relating to which the acquisition or disposition of any Brand Company is bound business (whether by any (A) covenant not to compete with any Person merger, sale of stock, sale of assets or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacityotherwise); (v) Contracts pursuant any agreement relating to which indebtedness for borrowed money or any Brand Company has incurred any Indebtedness in excess of $50,000 guarantee or granted a Lien (similar agreement or arrangement relating thereto, other than Permitted Liens(A) on any property guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or asset of any Brand Companyrelating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) Contracts relating to any joint venturelicense, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development franchise or similar arrangement pursuant agreement material to which any Brand Company either receives or makes payments in excess of $50,000 annuallyASFC and its Subsidiaries, taken as a whole; (vii) Contracts for the employmentany agency, hire or retention of any officerdealer, employeesales representative, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash marketing or other compensation or benefits upon the consummation of the Contemplated Transactionssimilar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) Contracts involving any resolution agreement that restricts or settlement prohibits ASFC or any Subsidiary of ASFC from competing with any actual Person in any line of business or threatened Proceeding from competing in, engaging in or entering into any line of business in any area and which involve (A) payments in excess would so restrict or prohibit ASFC or any Subsidiary of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand CompanyASFC after the Closing Date; (ix) other than pursuant any reinsurance treaty or any facultative reinsurance contract (in each case applicable to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companiesinsurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and; (x) Contractsany material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, not otherwise identified above, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreementits Affiliates. (b) Seller ASFC has delivered heretofore furnished or made available to Purchaser Buyer complete and accurate correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each written Contract as amended or modified to the date hereof, including any waivers with respect thereto (other than purchase ordersthe "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) set forth on Section 5.11(a) each of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and Significant Agreements is in full force and effect. Each Brand Company effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has performed all obligations required received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be performed by it to date under made the Material Contracts to which it is a partysubject of, any arbitration, suit or other legal proceeding; and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and (iv) there exists no change, event, effectmaterial event of default or occurrence, condition or circumstance which, act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with the giving of notice, the notice or lapse of time or the happening both) a material breach of or material default under any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedSignificant Agreements.

Material Contracts. (a) Except for this Agreement and the Separation and Distribution Agreement, Section 5.11(a4.18(a) of the Company Disclosure Schedule sets forth Letter contains an accurate and complete list of each of the following Contracts to which the Company or any Brand Company Subsidiary is a party or by which any it is bound as of the date hereof (each such Brand Contract, whether or not set forth in such section of the Company and its properties and assets are bound (Disclosure Letter, together with all Contracts under which any Brand each Contract required to be listed in Section 4.16(l) of the Company has Disclosure Letter and each Contract required to be filed by the Company as a “material contract” (xas such term is defined in Item 601(b)(10) acquired or obtainedof Regulation S-K of the SEC), or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material ContractsContract”): (i) Contracts with a customer each Contract (A) the terms of any Brand Company that generated net revenue for which obligate or may in the future obligate the Company in excess of $1,000,000 during or any Company Subsidiary to make any severance, termination or similar payment to any current or former employee or (B) pursuant to which the 12-month period ended December 31Company or any Company Subsidiary may be obligated to make any transaction, 2015retention bonus or similar payment to any current or former employee or director; (ii) Contracts pursuant each Contract (A) materially limiting the freedom or right of the Company or any Company Subsidiary (or, after the Effective Time, Parent or any of its Affiliates) to which engage in any Brand Company paid line of business or compete with any other Person in any geographic area, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) or exclusivity obligations, (C) granting any right of first refusal, right of first offer, right of negotiation or similar right with respect to any suppliermaterial assets or business of the Company or any Company Subsidiary, vendor or similar Person in excess (D) that requires the Company or any Company Subsidiary to purchase a minimum quantity of $1,000,000 during the 12-month period ended December 31, 2015goods or supplies relating to any Company Product; (iii) Contracts relating to each Contract that provides for indemnification (or reimbursement or advancement of legal fees or expenses) of any current or former officer, director or employee of the rental Company or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallyCompany Subsidiary; (iv) Contracts pursuant to each Lease under which any Brand the Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in Subsidiary leases, subleases or licenses any capacityreal property (whether as lessor or lessee); (v) Contracts each Contract not otherwise disclosed pursuant to which any Brand this Section 4.18(a) requiring or otherwise expected to involve (together with all other Contracts with the counterparty thereto) the potential payment by or to the Company has incurred any Indebtedness in excess and the Company Subsidiaries of more than an aggregate of $50,000 2,800,000 in any 12-month period following the date hereof and that is not terminable without penalty or granted a Lien (other further payment by the Company or any Company Subsidiary on less than Permitted Liens) on any property or asset of any Brand Company90 days’ notice; (vi) Contracts relating each Contract (A) for the disposition of any material assets or business of the Company or any Company Subsidiary, (B) for the acquisition, directly or indirectly, of a material portion of the assets or business of any other Person (whether by merger, sale of stock or assets or otherwise) or (C) related to any disposition or acquisition of material assets or business of the Company that contains continuing representations, covenants, indemnities or other obligations (including “earn out” or other contingent payment obligations); (vii) each Contract for any material joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development collaboration or similar arrangement pursuant to which any Brand Company either receives revenue sharing or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactionspartnering arrangement; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve each Contract that is material to the Company and the Company Subsidiaries, taken as a whole, and (A) payments in excess that relates to the research, testing, clinical trial, development, commercialization, manufacture, marketing, importation, exportation, sale, distribution, supply or license of $150,000 which have not yet been paid the Company Platform or any Company Product or (B) under which non-clinical or clinical data relating to the Company Platform or any restrictive covenants that are currently binding upon any Brand CompanyCompany Product is or may be generated; (ix) each Contract (other than pursuant to the Gaiam-FFL APA, Contracts for the sale in respect of any of the properties or assets of the Brand Companies, other than trade debt incurred in the ordinary course of business consistent with past practice, ) related to indebtedness for consideration in excess borrowed money or any guarantees of $150,000 which were entered into within any of the last twenty-four foregoing or the granting of Liens (24other than Permitted Liens) months and pursuant to which a Brand over the property or assets of the Company has or any ongoing obligations thereunder; andCompany Subsidiary; (x) Contractseach Contract under which the Company or any Company Subsidiary (A) is required to make any expenditure including a capital commitment, not otherwise identified aboveloan or capital expenditure, pursuant to which any of the Brand Companies has a non-contingent obligation as more than an aggregate of $5,000,000 after the date of this Agreement to make payments in excess or (B) has, directly or indirectly, made any loan, extension of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered credit or made available to Purchaser complete and accurate copies of each written Contract capital contribution to, or other investment in, any Person (other than purchase ordersthe Company or any Company Subsidiary and other than investments in marketable securities in the ordinary course of business consistent with past practice); (xi) set forth on Section 5.11(aeach Contract involving (A) “milestone” or other similar contingent payments, including upon the achievement of regulatory or commercial milestones, or (B) payment of royalties or other amounts calculated based upon sales, revenue, income or similar measure of the Disclosure Schedule (including all written amendmentsCompany, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand any Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by Subsidiary or any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.Product;

Material Contracts. (a) Section 5.11(a) As of the Disclosure Schedule sets forth an accurate and complete list of each of date hereof, neither the following Contracts to which Company nor any Brand Company Subsidiary is a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):by: (i) Contracts with a customer any lease (whether of any Brand Company that generated net revenue real or personal property) providing for the Company in excess annual rentals of $1,000,000 during the 12-month period ended December 31, 2015500,000 or more; (ii) Contracts pursuant to which any Brand agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Company paid to any supplier, vendor and the Subsidiaries of $500,000 or similar Person in excess more or (B) aggregate payments by the Company and the Subsidiaries of $1,000,000 during the 12-month period ended December 31, 2015or more; (iii) Contracts relating any sales, distribution or other similar agreement providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments to the rental Company and the Subsidiaries of $2,000,000 or use more or (B) aggregate payments to the Company and the Subsidiaries of tangible personal property, equipment, vehicles, other personal property $5,000,000 or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallymore; (iv) Contracts any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) owned by the Company or any of its Subsidiaries; (vi) any agreement relating to the acquisition of any business (whether by merger, sale of stock, sale of assets or otherwise) (A) entered into since January 1, 2010 or (B) that contains any outstanding non-competition, earn-out or other contingent payment obligations or any other outstanding obligation of the Company or any of its Subsidiaries; (vii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $500,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty; (viii) any agreement pursuant to which the Company or any Brand Company of its Subsidiaries is bound by granted rights (including any (A) covenant not to assert) with respect to any material Intellectual Property (other than licenses of unmodified commercially available off-the-shelf software); (ix) any agreement pursuant to which the Company or any of its Subsidiaries grants rights (including any covenant not to assert) with respect to any material Intellectual Property owned by or licensed to the Company or any of its Subsidiaries (including any agreement that would encumber or purport to encumber any Intellectual Property owned by or exclusively licensed to any Affiliate of the Company (other than any of its Subsidiaries) which is not a direct party to such agreement), other than non-exclusive grants of such rights in the ordinary course of business by the Company or any of its Subsidiaries in connection with and limited to use of any of the Company’s or its Subsidiaries’ supplied products or services; (x) any option, franchise or similar agreement; (xi) any agency, dealer, sales representative, marketing or other similar agreement; (xii) any agreement that limits the freedom of the Company or any Subsidiary (or that purports, after the Closing to limit the freedom of Parent, the Company or any of their respective affiliates) to compete in any line of business or with any Person or in any geographical area; (xiii) any agreement with (A) any of the Company’s Affiliates, (B) covenant not any Person directly or indirectly owning, controlling or holding with power to engage in a specific line vote, 5% or more of businessthe outstanding voting securities of the Company or any of its Affiliates, (C) covenant not any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to use, exploit vote by the Company or enforce any of its Affiliates or (D) any director or officer of the Company Intellectual Property or any of its Affiliates or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) of any capacity;such director or officer; or (vxiv) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketingcommitment, co-promotion, co-packaging, joint development arrangement or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have plan not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than made in the ordinary course of business consistent with past practicethat is material to the Company and the Subsidiaries, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which taken as a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreementwhole. (b) Seller has delivered Each agreement, contract, plan, lease, arrangement or made available commitment disclosed in any Schedule to Purchaser complete this Agreement or required to be disclosed pursuant to this Section or any other Section of this Article 4 (each, a “Material Contract”) is a valid and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) binding agreement of the Disclosure Schedule (including all written amendmentsCompany or any Subsidiary, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof case may be limited by any (subject, in the case of enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency or moratorium and other Applicable Laws laws affecting creditors’ rights generally or by and to general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it none of the Company, any Subsidiary or, to the knowledge of the Company, any other party thereto is not in default or breach or default in any material respect thereunder. No other party under the terms of any such agreement, contract, plan, lease, arrangement or commitment, and, to any Material Contract is in breach or default thereunder and there exists the knowledge of the Company, no change, event, effect, condition event or circumstance whichhas occurred that, with the giving of notice, the notice or lapse of time or the happening of any other event or conditionboth, would become a default or constitute any event of default thereunder with respect thereunder. True and complete copies of each such agreement, contract, plan, lease, arrangement or commitment have been delivered to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedParent.

Material Contracts. (a) Section 5.11(a) of Except for the Disclosure Contracts disclosed in Schedule sets forth an accurate and complete list of each of 3.12 attached hereto, with respect to the following Contracts to which System, the System Operations or any Brand Company Purchased Assets, Seller is not a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):by: (i) Contracts with a customer any lease (whether of any Brand Company that generated net revenue real or personal property) providing for the Company in excess annual rentals of $1,000,000 during the 12-month period ended December 31, 201525,000 or more; (ii) Contracts pursuant to which any Brand Company paid to any supplieragreement for the purchase of materials, vendor supplies, goods, services, equipment or similar Person in excess other assets providing for either (A) annual payments by Seller of $1,000,000 during the 12-month period ended December 31, 201525,000 or more or (B) aggregate payments by Seller of $50,000 or more; (iii) Contracts relating any sales, distribution or other similar agreement providing for the sale by Seller of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments to the rental Seller of $25,000 or use more or (B) aggregate payments to Seller of tangible personal property, equipment, vehicles, other personal property $50,000 or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallymore; (iv) Contracts pursuant any partnership, joint venture or other similar agreement or arrangement (other than the agreement of limited partnership of Seller); (v) any agreement relating to which any Brand Company is bound indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (A) covenant with an aggregate outstanding principal amount not exceeding $25,000 and which may be prepaid on not more than 30 days notice without the payment of any penalty and (B) entered into subsequent to the date of this Agreement as permitted by Section 306 hereof; (vi) any option, license, franchise or similar agreement; (vii) any agency, dealer, sales representative, marketing or other similar agreement; (viii) any agreement that limits the freedom of Seller to compete in any line of business or with any Person or in any geographical areaarea or to own, (B) covenant not to engage in a specific line operate, sell, transfer, pledge or otherwise dispose of business, (C) covenant not to use, exploit or enforce encumber any Company Intellectual Property in any capacity; (v) Contracts pursuant to Purchased Asset or which any Brand Company has incurred any Indebtedness in excess would so limit the freedom of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for Buyer after the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand CompanyClosing Date; (ix) other than pursuant to the Gaiam-FFL APA, Contracts any agreement with or for the sale benefit of any Affiliate of the properties Seller; or (x) any other agreement, commitment, arrangement or assets of the Brand Companies, other than plan not made in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within is material to the last twenty-four (24) months and pursuant to which System or the Purchased Assets taken as a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreementwhole. (b) Each Contract disclosed in any schedule to this Agreement or required to be disclosed pursuant to this Section 3.12 is a valid and binding agreement of Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it neither Seller nor, to the knowledge of Seller, any other party thereto is not in default or breach or default in any material respect thereunder. No other party under the terms of any such Contract, nor, to the knowledge of Seller, has any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition event or circumstance whichoccurred that, with the giving of notice, the notice or lapse of time or the happening of any other event or conditionboth, would become a default or constitute any event of default thereunder with respect thereunder. No waiver, indulgence or postponement of any material obligations under any lease has been granted by Seller or, to the knowledge of Seller, by any Material Contractother Person. Each Material Seller has been and presently is in peaceable possession under all such leases since acquiring its interest in the leasehold. True and complete copies of each such written Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required have been delivered to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedBuyer.

Material Contracts. (a) Section 5.11(aExcept for Contracts relating to the Retained Assets, which will not be assumed by Acquirer, Schedule 3.15(a) of the Contributor Disclosure Schedule sets forth an accurate and complete list of each of lists the following Contracts to which any Brand Company is a party or by which any as of the Execution Date (such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License AgreementsContracts, collectively, the “Material Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contracts”): (i) Contracts with a customer any Contract between any Propane Group Entity or Inergy Sales, on the one hand, and NRGY or any Affiliate of any Brand Company that generated net revenue for NRGY (other than the Company in excess of $1,000,000 during Propane Group Entities or Inergy Sales), on the 12-month period ended December 31, 2015other hand; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment that contains any provision or covenant which restricts any Propane Group Entity or Inergy Sales from engaging in any lawful business activity or competing in any line of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete business or with any Person or in any geographical areageographic area or during any period of time after the Execution Date; (iii) any Contract that relates to the creation, incurrence, assumption or guarantee of any Indebtedness by any Propane Group Entity or Inergy Sales with an aggregate principal amount exceeding $100,000; (Biv) covenant not any Contract in respect of the formation of any partnership or joint venture or that otherwise relates to engage in a specific line the joint ownership or operation of business, (C) covenant not to use, exploit the assets owned by any of the Propane Group Entities or enforce any Company Intellectual Property in any capacityInergy Sales; (v) any Contract of the Propane Group Entities or Inergy Sales that includes the acquisition or sale of assets (other than Contracts for Inventory entered into in the ordinary course of business) (A) with a value in excess of $5,000,000 or (B) pursuant to which any Brand Company Propane Group Entity or Inergy Sales has incurred any Indebtedness continuing “earn-out” or similar obligations (in excess either case, whether by merger, sale of $50,000 stock, sale of assets or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Companyotherwise); (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development Contract or similar arrangement pursuant to which commitment that involves a sharing of profits by any Brand Company either receives Propane Group Entity or makes payments in excess of $50,000 annuallyInergy Sales with any other Person; (vii) Contracts for any Contract that otherwise involves the employmentannual payment or sale by or to any of the Propane Group Entities or Inergy Sales of more than $500,000 or 250,000 gallons of propane, hire respectively, and that cannot be terminated by the Propane Group Entities or retention Inergy Sales on ninety (90) days’ or less notice without the payment by the Propane Group Entities or Inergy Sales of any officer, employee, consultant, material penalty or other further payment; (viii) all Contracts with independent contractor of contractors or consultants (or similar arrangements) to which any Brand Company (on Propane Group Entity or Inergy Sales is a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make party involving annual payments in excess of $100,000 annually and that cannot be cancelled by such Propane Group Entity or Inergy Sales without penalty or further payment and without more than thirty (B30) days’ notice; (ix) all Contracts with any Governmental Authority pursuant to which a Propane Group Entity or Inergy Sales has an obligation to sell propane in quantities that are in excess of 250,000 gallons; (x) any Contract involving annual payments in excess of $100,000 that contains most favored nations provisions or grants any exclusive rights, rights of first refusal, rights of first negotiation, participation or similar rights to any Person with respect to any assets or business opportunity of any Propane Group Entity or Inergy Sales; (xi) any lease of personal property under which any Propane Group Entity or Inergy Sales is lessee (A) providing for the payment by such Propane Group Entity or Inergy Sales of cash annual rent of $50,000 or more that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by the Propane Group Entities or Inergy Sales of any material penalty or other compensation or benefits upon the consummation of the Contemplated Transactionsfurther payment; (viiixii) Contracts involving any resolution agreement for the purchase by any Propane Group Entity or settlement Inergy Sales of propane, heating oil, distillates, materials, supplies, goods, services, equipment or other assets with a value in excess of $100,000 that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by such Propane Group Entity or Inergy Sales of any actual material penalty or threatened Proceeding other further payment; (xiii) any Contract relating to the transportation or storage of propane or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance Contract) in each case pursuant to which involve (A) any Propane Group Entity or Inergy Sales receives annual revenues or makes annual payments in excess of $150,000 100,000; (xiv) any collective bargaining agreement to which have not yet been paid any Propane Group Entity or Inergy Sales is a party; (xv) except for employment agreements relating to Excluded Employees, any employment agreement with a divisional president, senior vice president or Director–Fleet/Asset Management of any Propane Group Entity; (xvi) any Contract under which any Propane Group Entity or Inergy Sales is obligated to purchase or sell a specified volume of propane in excess of 250,000 gallons over the remaining term of such Contract, including any requirements contracts, “take-or-pay” or “ship-or-pay” Contracts; (xvii) any Hedging Agreement; (xviii) all licenses of Intellectual Property (A) from a Propane Group Entity or Inergy Sales to any third party and (B) any restrictive covenants that are currently binding upon any Brand Company; to a Propane Group Entity or Inergy Sales (ix) other than pursuant to the Gaiam-FFL APA, Contracts or a Contributor Party if utilized in or for the sale of any benefit of the properties or assets of the Brand CompaniesPropane Business) from any third party, other than in the ordinary course of business consistent with past practiceeach case, for consideration in excess of $150,000 which were entered into within the last twenty-four (241) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make Propane Group Entity or Inergy Sales receives annual revenues or makes annual payments in excess of $150,000 individually during 100,000 and (2) excluding licenses associated with off-the-shelf software; (xix) any Contract between any of the 12-month period following Propane Group Entities or Inergy Sales and any officer, director or Affiliate of any of the date Propane Group Entities or Inergy Sales (other than the NRGY Entities) or any immediate family member of this Agreementany of the foregoing; and (xx) any Contract not specified above pursuant to which any Propane Group Entity or Inergy Sales has an obligation (payment or otherwise) exceeding $500,000. (b) Seller Except as set forth on Schedule 3.15(b) of the Contributor Disclosure Schedule, each Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract has delivered or been made available to Purchaser complete Acquirer, subject to the Clean Team Agreement, and accurate copies of each written Contract (other than purchase ordersi) set forth on Section 5.11(a) is a valid and binding obligation of the Disclosure Schedule Propane Group Entity or Inergy Sales that is party thereto and (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and ii) is in full force and effect. Each Brand Company has performed all obligations required effect and enforceable in accordance with its terms against such Propane Group Entity or Inergy Sales, as applicable, and, to the Knowledge of the Contributor Parties, the other parties thereto, except in each case, as enforcement may be performed limited by it Creditors’ Rights. (c) None of Inergy Sales or the Propane Group Entities nor, to date under the Material Contracts to which it is a partyKnowledge of the Contributor Parties, and it is not in breach or default in any material respect thereunder. No other party to any Material Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract is in breach default or default breach, in any material respect, thereunder and there exists no change, event, effect, condition or circumstance which, event has occurred that (i) with the giving of notice, notice or the lapse passage of time or both would constitute a breach or default, in any material respect, by Inergy Sales or such Propane Group Entity or, to the happening Knowledge of the Contributor Parties, any other event or condition, would become a default or event of default thereunder with respect party to any Material Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract. Each Material , or (ii) would permit termination, modification or acceleration under any Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract set forth in Section 5.11(a) of by the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedcounterparty thereto.

Material Contracts. (a) Section 5.11(a) Except as set forth in Schedule 3.10 and after giving effect to the Restructuring Transactions, none of the Disclosure Schedule sets forth an accurate and complete list of each ELN Companies is a party to or otherwise bound by any of the following Contracts relating to which any Brand Company is a party or by which any such Brand Company and its properties and assets are bound the Business (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):), other than the CCC Agreement, which shall be of no further effect with regards to the Purchased ELN Companies as of the Closing: (i) Contracts with a customer any lease or sublease of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015real property; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor lease or similar Person sublease of personal property providing for annual payments in excess of $1,000,000 during the 12-month period ended December 31, 201550,000; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment for the purchase of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any goods, services, materials, supplies or equipment providing for either (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make annual payments in excess of $100,000 annually or (B) aggregate payments in excess of $250,000; (iv) any distribution, sales, advertising or agency Contract providing for either (A) annual payments to or by an ELN Company in excess of $100,000 or (B) aggregate payments to or by an ELN Company in excess of $250,000; (v) any Contract granting any Person “most favoured nation” status or “exclusivity” or similar rights; (vi) any Contract with any Governmental Authority providing for either (A) annual payments in excess of $100,000 or (B) aggregate payments in excess of $250,000; (vii) any Contract for any partnership, joint venture, strategic alliance or other similar arrangement; (viii) any Contract providing for the settlement of any material claim against any ELN Company or relating to the Business; (ix) any Contract relating to the acquisition or divestiture of any business or assets (whether by merger, sale of equity, sale of assets or otherwise) (1) that have obligations remaining to be performed or liabilities continuing after the date of this Agreement other than in the Ordinary Course of Business, or (2) that took place during the one year period prior to the Closing Date; (x) any Contract granting any Person a right of first refusal, right of first offer or similar right to purchase or acquire any material assets, properties or business of an ELN Company; (xi) any Contract requiring an ELN Company to make any advance, loan, extension of credit or capital contribution to, or other investment in, any Person; (xii) any Contract (A) evidencing or guaranteeing any Indebtedness (including all loan agreements, notes, bonds, debentures, indentures or guarantees), or (B) creating or granting a Lien on the Shares or any assets or properties of an ELN Company, other than Permitted Liens; (xiii) any Contract between an ELN Company, on the one hand, and the Seller, any Affiliate of the Seller or any director, manager or officer of an ELN Company, on the other hand; (xiv) any license, sublicense or royalty agreement relating to any Intellectual Property, other than standard end-user license agreements relating to any “shrink wrap,” “click wrap” or “off the shelf” software that is generally commercially available; (xv) any Contract that limits or purports to limit the ability of an ELN Company (or would limit the ability of the Purchaser after the Closing) (A) to engage in any line of business, (B) to compete with any Person, (C) to operate in any geographic area, (D) to Solicit or accept business from the customers of any Person or (E) to Solicit for employment or hire any Person; or (xvi) any other Contract of a type that is not covered by the other clauses of this Section 3.10(a) that (A) is not terminable on not more than 60 days’ notice and without the payment of cash any penalty by, or any other compensation material consequence to, applicable ELN Company or benefits (B) is material to the operation of the Business. (b) The Seller has made available to the Purchaser a true, complete and correct copy of each Material Contract made in writing, along with accurate written descriptions in all material respects of each Material Contract made orally, including all amendments thereto, other than the Material Contracts listed in Schedule 3.10 which are subject to confidentiality agreements but for which the Seller has provided written summaries that accurately describe all material terms of such Material Contracts. (c) Each Material Contract (i) is a legal, valid and binding obligation of the applicable ELN Company and, to the Knowledge of the Seller, the other parties thereto, (ii) is in full force and effect in accordance with its terms and (iii) upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is will continue in full force and effecteffect without penalty or other adverse consequence, subject to obtaining the consents and approvals, giving the notices or taking the other actions referred to in Schedule 3.4(b). Each Brand Company has performed all obligations required None of the ELN Companies, the Seller or, to be performed by it to date under the Material Contracts to which it is a partyKnowledge of the Seller, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach of or default thereunder and there exists no changeunder, eventin any material respect, effector has provided or received any written notice alleging any breach of or default under, condition in any material respect, any Material Contract. No event has occurred that (with or circumstance which, with the giving of notice, the without notice lapse of time or both) would constitute a material breach of or material default under any Material Contract in any material respect by the happening applicable ELN Company or to the Knowledge of the Seller, by any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedparty thereto.

Material Contracts. (a) Section 5.11(a) For all purposes of the Disclosure Schedule sets forth an accurate and complete list of each under this Agreement, a “Parent Material Contract” shall mean, without duplication, any of the following Contracts to which Parent or any Brand Company of its Subsidiaries is a party or by which any such Brand Company and assets of Parent or any of its properties and assets Subsidiaries are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement (other than (i) Contracts between or among the Company and one or more Subsidiaries, on the one hand, and Parent and one or more Affiliates, on the other hand and (ii) any Parent Benefit Plan): (i) any Contract that would be required to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation be filed by Parent as a “material contract” pursuant to Item 4 of the Contemplated TransactionsInstructions to Exhibits of Form 20-F; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (Bii) any restrictive covenants that are currently binding upon any Brand Company; Contract (ix) other than pursuant to or group of related Contracts with the Gaiam-FFL APA, Contracts for the sale of any of the properties same Person or assets of the Brand Companiesits Affiliates), other than any Lessor Lease, Lessee Lease and any other lease, license or development, redevelopment, declaration, reciprocal easement or similar agreement or construction Contract or otherwise entered into in the ordinary course of business consistent with past practiceor any Contract relating to Indebtedness or derivatives, for consideration involving (A) the payment or receipt of amounts by Parent or any of its Subsidiaries of more than $5,000,000 in the aggregate within the last twelve (12) months or (B) future payments of more than $5,000,000 that are conditioned on, in whole or in part, or required in connection with, the consummation of any of the Transactions; (iii) any Contract relating to Indebtedness in excess of $150,000 which were entered into within 5,000,000 or mortgaging, pledging or otherwise placing a Lien on any of the last twenty-four assets of Parent or its Subsidiaries with a value in excess of $5,000,000, restricting the payment of dividends or other distributions of assets by any of Parent or its Subsidiaries or providing for the guaranty of Indebtedness of any Person in excess of $5,000,000; (24iv) months and any Contract that contains a put, call, right of first refusal or similar right pursuant to which Parent or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests or assets of any Person; (v) other than with respect to any wholly owned Subsidiary of Parent, any partnership, limited liability company, joint venture, strategic alliance or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company, joint venture or strategic alliance, in each case, that is material to Parent or any of its Subsidiaries; (vi) except for indemnification, compensation, employment or other similar arrangements between Parent or any of its Subsidiaries, on the one hand, and any current or former director or officer thereof, on the other hand, any Contract to which Parent or any of its Subsidiaries is a Brand Company party that would be required to be disclosed pursuant to Item 7.B of Form 20-F; (vii) any Contract containing a standstill or similar agreement pursuant to which Parent or any of its Subsidiaries’ has any ongoing obligations thereunderto not acquire assets or securities of any other party and, to the extent not entered into in the ordinary course of business or in connection with any Lessor Lease, Lessee Lease or other lease, license, services, development, redevelopment, construction or other commercial Contract, any Contract under which Parent or any of its Subsidiaries has material ongoing indemnification obligations; (viii) any Contract under which a sale of a majority of the consolidated assets of Parent and its Subsidiaries, taken as a whole, would require a payment by, result in a breach or constitute a default by, or result in the termination, acceleration or loss of any benefit of, Parent or any of its Subsidiaries; (ix) any non-competition Contract or other Contract that (A) limits or purports to limit in any material respect the type of business in which Parent or its Subsidiaries (or, after the Merger Effective Time, Company or its Affiliates) may engage, or the manner or locations in which any of them may so engage in any business or (B) prohibits or materially limits the right of Parent or any of its Subsidiaries to use, transfer, license, distribute or enforce any of their respective Parent Intellectual Property, other than limitations on enforcement arising from nonexclusive licenses of Parent Intellectual Property entered into in the ordinary course of business; (x) any swap, cap, floor, collar, futures contract, forward contract, option and any other derivative financial instrument, contract or arrangement, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, other than (i) Contracts related to the purchase of raw materials or inventory in the ordinary course of business or (ii) Contracts relating to the hedging of utility expenses; (xi) any Contract pursuant to which Parent or any of its Subsidiaries is a party under which any third Person has granted to Parent or any of its Subsidiaries, or Parent or any of its Subsidiaries has granted to any third Person, any license, covenant or other rights to or under Intellectual Property (other than software license agreements for any third-party off-the-shelf generally commercially available software for no fee or an aggregate license fee of less than $5,000,000 per year); (xii) any Contract that provides for the acquisition or disposition, directly or indirectly (including by merger, purchase of equity, business combination or otherwise) of any real or personal property for aggregate consideration under such Contract in excess of $5,000,000 that is pending (other than the acquisition or disposition of assets in the ordinary course of business) or pursuant to which Parent or its Subsidiaries have continuing “earn-out” or similar contingent obligations relating to purchase price adjustments; (xiii) any Contract relating to settlement of any administrative or judicial proceedings, in each case, individually in excess of $5,000,000 or which otherwise provides for equitable relief that imposes a material obligation or restrictions on Parent, under which there are outstanding obligations (including settlement agreements) of Parent or any of its Subsidiaries; (xiv) any Lessor Lease providing for annual payments to Parent or any of its Subsidiaries in excess of $1,000,000 in aggregate annual base rent for calendar year 2018 and any Lessee Leases demising more than 10,000 square feet; and (xxv) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Collective Bargaining Agreement. (b) Seller has delivered True and complete copies of all such Parent Material Contracts as described in Section 4.12(a)(i) (including all exhibits and schedules thereto) have been (i) publicly filed with the SEC and are publicly available as of the date hereof or (ii) made available to Purchaser complete the Company. (c) Except as would not have or result in a Parent Material Adverse Effect, (i) each Parent Material Contract is valid and accurate copies binding on Parent (and/or each such Subsidiary of Parent party thereto) and, to the Knowledge of Parent, each written other party thereto, (ii) each Parent Material Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required effect (except for expiration thereof in the ordinary course in accordance with the terms thereof), enforceable against Parent or each such Subsidiary of Parent party thereto, as the case may be, in accordance with its terms, subject to be performed by it to date under the Material Contracts to which it Enforceability Limitations, and (iii) neither Parent nor any of its Subsidiaries that is a partyparty thereto, and it nor, to the Knowledge of Parent, any other party thereto, is not in breach of, or default in under, any material respect thereunder. No other party such Parent Material Contract, and, to any Material Contract is in the Knowledge of Parent, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder and there exists no changeby Parent or any of its Subsidiaries, eventor, effectto the Knowledge of Parent, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event party thereto, or conditionpermit termination, would become a default material modification or event acceleration by any third party thereunder. As of default thereunder with respect to the date hereof, neither Parent nor any Material Contract. Each of its Subsidiaries has received any written notice of termination or cancellation under any Parent Material Contract set forth in Section 5.11(a) or received any written notice of the Disclosure Schedule (breach of or required to be set forth in Section 5.11(a) of the Disclosure Schedule) any default under any Parent Material Contract which breach has not been terminated cured, except for any termination, breach or been repudiateddefault that would not have or result in a Parent Material Adverse Effect.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in the case of Section 5.11(a3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Disclosure Schedule sets forth an accurate and complete list Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of each of the following Contracts to which any Brand Company their knowledge, is a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):by: (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant lease not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than made in the ordinary course of business consistent with past practice, for consideration in excess which involves payments of more than $150,000 per year or extends beyond December 31, 1999; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which were individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into within in the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; andordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (xiv) Contractsany material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not otherwise identified above, pursuant to which made in the ordinary course of business; (vi) any material agreement or arrangement with Seller or any of its Affiliates; or (vii) any other agreement not made in the Brand Companies has ordinary course of business that is material to the Company and the Subsidiaries taken as a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreementwhole. (b) Seller has delivered Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or made available to Purchaser complete any Subsidiary is a party is a valid and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) binding agreement of the Disclosure Schedule (including all written amendmentsCompany or a Subsidiary, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof case may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity)be, and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it neither the Company nor any Subsidiary is, nor to the knowledge of Seller is not any other party thereto, in default or breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with under the giving of notice, the lapse of time or the happening terms of any other event such agreement, except for such defaults or condition, breaches which would become not reasonably be expected to have a default Material Adverse Effect or event of default thereunder with respect to any a Chubb Securities Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedAdverse Effect.

Material Contracts. (a) Section 5.11(aExcept for contracts (including all amendments and modifications thereto) filed as exhibits to the Company SEC Documents, Schedule 3.18(a) of the Company Disclosure Schedule Schedules, sets forth an a complete and accurate and complete list of each as of the following Contracts to which any Brand Company is a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):date of this Agreement of: (i) Contracts with any contract that is required to be filed as an exhibit to a customer of any Brand Company that generated net revenue for report or filing under the Company in excess of $1,000,000 during Securities Act or the 12-month period ended December 31, 2015Exchange Act; (ii) Contracts pursuant to which any Brand contract that involves annual payments or consideration from the Company paid to or any supplier, vendor or similar Person in excess of its subsidiaries of more than $1,000,000 during the any twelve (12-) month period ended December 31, 2015and is not terminable by the Company or its subsidiary on 90 (or fewer) days’ notice without penalty; (iii) Contracts relating to any contract that contains any covenant restricting the rental ability of the Company or use any of tangible personal propertyits subsidiaries or affiliates (including Parent after the Merger Closing) to: (x) conduct or compete in any material line of business, equipment, vehicles, other personal property (y) compete with any person or fixtures, except for (z) operate in any Contract individually involving payment of annual rental sums less than $150,000 annuallygeographic area; (iv) Contracts pursuant any contract granting to which any Brand person (other than the Company is bound by or any (Aof its subsidiaries) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity“most favored nation” pricing provisions; (v) Contracts pursuant to which any Brand Company has incurred contract that provides for “exclusivity,” rights of first refusal, rights of first negotiation or any Indebtedness similar requirement in excess favor of $50,000 or granted a Lien any person (other than Permitted Liens) on the Company or any property or asset of any Brand Companyits subsidiaries); (vi) Contracts any contract relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or other similar arrangement pursuant agreements to which the Company or any Brand Company either receives or makes payments in excess of $50,000 annuallyits subsidiaries is a party; (vii) Contracts for any loan agreement, credit agreement, note, debenture, bond, mortgage, guarantee, indenture or other contract (collectively, “debt obligations”) pursuant to which any indebtedness of the employment, hire Company or retention any of its subsidiaries in excess of $1,000,000 is outstanding or may be incurred and all guarantees of or by the Company or any of its subsidiaries of debt obligations of any officerother person, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated including the respective aggregate principal amounts outstanding as of the date of this Agreement Agreement; (viii) any contract with or with respect to make a labor union, guild or other employee representative (including any collective bargaining agreement or works council agreement); (ix) any contract that requires a consent to or otherwise contains a provision relating to a change of control, or that would or could reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated herein, including the Merger; (x) any contract requiring or otherwise relating to any future capital expenditures by the Company or any of its subsidiaries in excess of $1,000,000 in the aggregate; (xi) any contract providing for indemnification by the Company or any its subsidiaries of any officer, director or employee of the Company or any of its subsidiaries; and (xii) any contract relating to any acquisition (by merger, consolidation, acquisition of all or substantially all of the assets or otherwise) from any person or divestiture or disposition by the Company or any of its subsidiaries to any person of material properties, assets, capital stock or other equity interests, in each case, involving payments in excess of $100,000 annually 1,000,000; in each case for such contracts as to which the Company or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties its subsidiaries is a party or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to by which any of the Brand Companies has a non-contingent obligation as them is bound. Each such contract described in any of clauses (i) through (xii) of this Section 3.18(a) (and each contract entered into after the date of this Agreement that would have been described in any of clauses (i) through (xii) of this Section 3.18(a) if such contract existed on the date of this Agreement) is referred to make payments herein as a “Company Material Contract”. (b) Prior to the date of this Agreement, the Company has provided complete and accurate copies of all Company Material Contracts (including all amendments, modifications, supplements, exhibits, schedules, annexes or other documents modifying or supplementing the terms thereof) in excess effect as of $150,000 individually during the 12-month period following the date of this Agreement. (bc) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) Neither the Company nor any subsidiary of the Disclosure Schedule (including all written amendmentsCompany is in material breach of or material default under the terms or conditions of any Company Material Contract and no event or condition has occurred that constitutes, modifications or, after notice or lapse of time or both, would constitute, a material default on the part of the Company or any of its subsidiaries or, to the knowledge of the Company, any other party thereto under any such Company Material Contract, nor has the Company or any of its subsidiaries received any notice of any such material default, event or condition. To the knowledge of the Company, no other party to any Company Material Contract is in material breach of or material default under the terms or conditions of any Company Material Contract. Each Company Material Contract is a valid and supplements thereto). All Material Contracts are validbinding obligation of the Company and, binding and enforceable against to the applicable Brand Company and against knowledge of the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcyCompany, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed , enforceable in accordance with its terms in all obligations required material respects, except that (i) such enforcement may be subject to be performed by it to date under the Material Contracts to which it is a partyapplicable bankruptcy, and it is not insolvency, reorganization, moratorium or other similar Laws, now or hereafter in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with 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 giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) discretion of the Disclosure Schedule (or required to court before which any proceeding therefor may be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedbrought.

Material Contracts. (a) Section 5.11(a) Except for this Agreement, as of the Disclosure Schedule sets forth an accurate and complete list date hereof, neither the Company nor any of each of the following Contracts to which any Brand Company its Subsidiaries is a party to or bound by which (any such Brand contract of the type described in this Section 4.21(a) being referred to herein as a “Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material ContractsContract”): (i) Contracts with a customer of any Brand Company that generated net revenue outbound lease, license, sale or other similar agreement providing for the sale, lease or license by the Company or any of its Subsidiaries of goods, services, Intellectual Property or other assets that is expected to result in excess either (A) annual payments to the Company or any of its Subsidiaries of $350,000 or more, or (B) aggregate payments to the Company or any of its Subsidiaries of $1,000,000 during or more over the 12-month period ended December 31next five (5) years, 2015except for any such contract between the Company and/or any of its Subsidiaries; (ii) Contracts pursuant any inbound lease, license, purchase or other similar agreement for the purchase, lease or license by the Company or any of its Subsidiaries of goods, services, Intellectual Property or other assets that is expected to which result in either (A) annual payments by the Company or any Brand of its Subsidiaries of $350,000 or more, or (B) aggregate payments by the Company paid to or any supplier, vendor or similar Person in excess of its Subsidiaries of $1,000,000 during or more over the 12-month period ended December 31next five (5) years, 2015except for any such contract between the Company and/or any of its Subsidiaries; (iii) Contracts relating any contract or agreement evidencing (A) outstanding indebtedness for borrowed money, or (B) an obligation of the Company or any of its Subsidiaries to guarantee, or otherwise indemnify or hold harmless any Person, in respect of indebtedness for borrowed money, in the rental case of each of clauses (A) and (B), in or use for an amount of tangible personal property, equipment, vehicles, other personal property $350,000 or fixturesmore, except for any Contract individually involving payment such contract or agreement between the Company and/or any of annual rental sums less than $150,000 annuallyits Subsidiaries; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant agreement; (v) any contract or agreement relating to the acquisition or disposition of any material business or any interest therein under which the Company or any Brand of its Subsidiaries has any material outstanding rights or obligations; (vi) any contract or agreement that limits, or purports to limit, in any material respect, the ability of the Company either receives or makes payments any of its Subsidiaries to compete in excess a line of $50,000 annuallybusiness or with any Person or in any geographic area or during any period of time; (vii) Contracts for the employmentany contract or agreement that, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions;transactions contemplated by this Agreement, will result in any of Parent or any of its Subsidiaries or any of the Company or any of its Subsidiaries, granting any rights or licenses to any material Intellectual Property of any of Parent or any of its Subsidiaries or any of the Company or any of its Subsidiaries, to any Third Party; and (viii) Contracts involving any resolution or settlement other “material contract” (as such term is defined in Item 601(b)(10) of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the GaiamRegulation S-FFL APA, Contracts for the sale of any K of the properties or assets of the Brand CompaniesSEC, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this AgreementItem 601(b)(10)(iii)). (bi) Seller has delivered or made available to Purchaser complete and accurate copies of each written Each Company Material Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand , (ii) no written or, to the Knowledge of the Company, other claim of default under or cancellation of any Company Material Contract has performed all obligations required to be performed been received by it to date under the Material Contracts to which it is a partyCompany or any of its Subsidiaries, and it is not (iii) neither the Company nor any of its Subsidiaries is, in any material respect, in breach or violation of, or default under, any Company Material Contract, and, to the Knowledge of the Company, no other party is, in any material respect thereunder. No other party to any Material Contract is respect, in breach or violation of, or default thereunder and there exists no changeunder, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Company Material Contract. Each Material Contract set forth in Section 5.11(a) As of the Disclosure Schedule (date hereof, the Company has heretofore delivered or required made available to be set forth in Section 5.11(a) Parent true and complete copies of the Disclosure Schedule) has not been terminated or been repudiatedall Company Material Contracts.

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

Material Contracts. (a) Section 5.11(a) of the Disclosure Schedule sets forth an accurate and complete list of each of the following Contracts to which any Brand Company is a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Except for Contracts with a customer of any Brand Company that generated net revenue for (including all amendments and modifications thereto) filed as exhibits to the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated Reports as of the date of this Agreement to make payments Agreement, any Benefit Plan, or as set forth in excess of $100,000 annually or (BSection 5.1(k)(i) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APACompany Disclosure Schedule, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement Agreement, neither the Company nor any of its Subsidiaries is a party to make payments or bound by any Contract (a Contract described by clauses (A) through (M) of this Section 5.1(k)(i), including Contracts and all amendments and modifications thereto filed or required to be filed as exhibits to the Company Reports, being hereinafter referred to as a “Material Contract”): (A) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (B) that contains any (x) noncompete or exclusivity provisions to which the Company or any of its Subsidiaries is subject that would, after the Effective Time, materially restrict the ability of Parent or any of its Subsidiaries (other than the Company or any of its Subsidiaries) to compete in any line of business or geographic area, (y) most favored customer pricing or any other similar pricing restrictions in favor of a customer of the Company or any of its Subsidiaries who, in the year ended December 31, 2021, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business); (C) that provides for a material partnership, joint venture, collaboration or similar material arrangement; (D) that is (x) an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing Indebtedness of any Person in excess of $150,000 individually during 5 million except for any Contract solely among or between the 12Company and any of its wholly owned Subsidiaries or (y) hedging, derivative, swaps or other similar Contract; (E) that relates to the acquisition or disposition of any Person, business, assets or real property (whether by merger, sale of stock, sale of assets or otherwise) and includes a minimum purchase, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries; (F) that is a Real Property Lease for a property with square footage in excess of 100,000 square feet; (G) that is a settlement agreement that (x) requires payment by the Company or any of its Subsidiaries after the date hereof in excess of $1 million or (y) imposes non-month period monetary obligations or restrictions on the Company or any of its Subsidiaries after the date of this Agreement which obligations or restrictions would apply to Parent or its Affiliates (including the Company and its Subsidiaries) following the Closing; (H) relating to the pending acquisition or disposition of any Person, business, assets or real property (whether by merger, sale of stock, sale of assets or otherwise) having an aggregate purchase price in excess of $25 million; (I) relating to (x) the licensing of Intellectual Property Rights by the Company (whether as licensee or licensor) that is material to the Company and its Subsidiaries, taken as a whole or (y) the development of any material Intellectual Property Rights owned or used by the Company (in each case, excluding (1) non-exclusive licenses for unmodified, commercial off the shelf computer software, (2) non-exclusive licenses entered into in the ordinary course of business, and (3) agreements with employees or independent contractors on the Company’s standard form of agreement); (J) with any customer of the Company or any of its Subsidiaries who, in the year ended December 31, 2021 was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business); or (K) with any vendor of the Company or any of its Subsidiaries who, in the year ended December 31, 2021, was one of the ten (10) largest sources of payment obligations for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business). (ii) The Company has made available to Parent prior to the date of this Agreement accurate and complete copies of all written Material Contracts required to be identified in Section 5.1(k)(i) of the Company Disclosure Schedule, including all amendments thereto, as in effect as of the date of this Agreement. (biii) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) As of the Disclosure Schedule (including all written amendmentsdate of this Agreement, modifications except as has not had, and supplements would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Material Contract is a valid and binding agreement of the Company or any of its Subsidiaries party thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against or any of its Subsidiaries and, to the Knowledge of the Company, each other parties party thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity)accordance with its terms, and is in full force and effect, subject in each case to the Bankruptcy and Equity Exception (and subject to the termination or expiration of any such Material Contract after the date of this Agreement in accordance with its terms). Each Brand Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company has performed all obligations required nor any of its Subsidiaries, and, to be performed by it to the Knowledge of the Company, as of the date of this Agreement, no other party thereto, is (or with or without notice or lapse of time would be) in default or breach under the terms of any such Material Contracts Contract and no event has occurred (with respect to which it is a party, and it is not in breach defaults or default in breaches by any material respect thereunder. No other party thereto, to the Knowledge of the Company, as of the date of this Agreement) that (with or without notice or lapse of time) will, or would reasonably be expected to, (A) constitute such a violation or breach, (B) give any Person the right to accelerate the maturity or performance of any Material Contract is or (C) give any Person the right to cancel, terminate or modify in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with a manner adverse to the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to Company any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a) of the The Company Disclosure Schedule sets forth an accurate and complete list of each of the following Contracts contracts, undertakings, commitments, licenses or agreements, written or oral, to which the Company or any Brand Company Subsidiary is a party or by which are applicable to any of their respective assets or properties (true and complete copies (or written summaries, if oral) of which have been made available to Parent prior to the date hereof) other than those contracts or agreements listed as exhibits in the Company’s Form 10-K for the fiscal year ended December 28, 2008 (each such Brand contract or agreement as is required to be set forth in the Company and its properties and assets are bound (Disclosure Schedule, together with all Contracts under which contracts and agreements of the Company or any Brand Company has (x) acquired Subsidiary listed or obtainedrequired to be listed as exhibits in the Company’s Form 10-K for the fiscal year ended December 28, or has or has been licensed or otherwise granted2008, any license, permission or other right to utilize any Intellectual Property that is owned by being a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material ContractsContract”): (i) Contracts with a customer promissory notes, loan agreements, indentures, evidences of any Brand Company that generated net revenue indebtedness or other instruments and contracts providing for the borrowing or lending of money, whether as borrower, lender or guarantor, and any agreements or instruments pursuant to which any cash of the Company or any Company Subsidiary is held in excess escrow or its use by the Company or any Company Subsidiary is otherwise restricted, in each case in an amount of more than $1,000,000 during the 12-month period ended December 31, 20151,000,000; (ii) Contracts all contracts involving a value of more than $1,000,000 pursuant to which any Brand material property or assets of the Company paid or any Company Subsidiary is subject to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015a Lien; (iii) Contracts relating joint venture, alliance, affiliation or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop or market any products or services on behalf of, or together with, the rental Company or use any Company Subsidiary or receive referrals of tangible personal propertybusiness from, equipmentor provide referrals of business to, vehicles, other personal property the Company or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallyCompany Subsidiary; (iv) Contracts executory contracts for the acquisition or sale, directly or indirectly (by merger or otherwise) of all or a substantial portion of the assets (whether tangible or intangible) or the Equity Interests of another Person, including, without limitation, contracts for any completed acquisitions or sales pursuant to which an “earn out” or similar form of obligation (whether absolute or contingent) is pending or for which there are any Brand Company is bound by any (A) covenant not to compete with any Person continuing indemnification or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacitysimilar obligations; (v) Contracts pursuant to which any Brand Company has incurred interest rate or currency swaps, caps, floors or option agreements or any Indebtedness in excess of $50,000 other interest rate or granted a Lien (other than Permitted Liens) on any property currency risk management arrangement or asset of any Brand Companyforeign exchange contracts; (vi) Contracts relating to any joint ventureall licenses, partnershipsublicenses, strategic allianceor consent, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development royalty or similar arrangement pursuant to which any Brand other agreements concerning Company either receives or makes payments in excess Intellectual Property involving an amount of more than $50,000 annually200,000; (vii) Contracts for the employment, hire or retention contracts relating to rights to indemnification and/or advancement of any officer, employee, consultant, or independent contractor of any Brand Company (expenses as in effect on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement hereof with respect to make payments in excess of $100,000 annually matters occurring on or prior to the Effective Time (B) providing for including the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactionstransactions contemplated hereby); (viii) Contracts involving any resolution contract, agreement or settlement other instrument of understanding which is not terminable by the Company or a Company Subsidiary without additional payment or penalty within sixty (60) days and obligates the Company or any actual Company Subsidiary for payments or threatened Proceeding which involve (A) payments in excess other consideration with a value of more than $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company1,000,000; (ix) contracts of the type required under Section 3.5(b) or Section 3.12(h) to be disclosed on the Company Disclosure Schedule; (x) contracts imposing any material restriction on the right or ability of the Company or a Company Subsidiary (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, (C) to solicit, hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person or contracts granting to any Person (other than pursuant the Company or any wholly owned Company Subsidiary) any “most favored nation” clause as to price or any other material term; (xi) contracts (i) imposing any confidentiality obligation on the Gaiam-FFL APA, Contracts for the sale of Company or any of the properties or assets of the Brand Companies, Company Subsidiary (other than routine confidentiality or nondisclosure agreements entered into in the ordinary course of business consistent with past practicethat do not otherwise constitute Material Contracts under this Section 3.17) or (ii) containing “standstill” or similar provisions; (xii) contracts that could reasonably be expected to have a material effect on (i) the business, for consideration in excess condition, capitalization, assets, liabilities, operations or financial performance of $150,000 which were entered into within the last twenty-four Company or (24ii) months and pursuant the ability of the Company to which a Brand Company has perform any ongoing of its obligations thereunderunder, or to consummate any of the transactions contemplated by this Agreement; and (xxiii) Contractsany contract, not otherwise identified above, pursuant if a Default (as defined below) under such contract would be reasonably likely to which any of the Brand Companies has have a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this AgreementCompany Material Adverse Effect. (b) Seller has delivered or made available to Purchaser complete Each Material Contract is valid and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not enforceable in breach accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. (c) Neither the Company nor any Company Subsidiary is, or has received any notice that any other party is, in breach, default or violation of or is unable to perform in any material respect thereunder. No other party to under (each, a “Default”) any Material Contract is in breach (and no event has occurred or default thereunder and there exists no changenot occurred through the Company’s or any Company Subsidiary’s action or inaction or, eventto the knowledge of the Company, effectthrough the action or inaction of any third party, condition which with notice or circumstance which, with the giving of notice, the lapse of time or both would constitute or give rise to a Default), except for those Defaults which would not be reasonably likely to have, individually or in the happening aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written notice of any other event the termination of, or conditionintention to terminate, would become a default or event of default thereunder with respect to any Material Contract, except for such notices or terminations that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Each Material Contract Except as set forth in Section 5.11(a) the Company Disclosure Schedule, no Claims for indemnification under any agreement have been made by or against the Company or any Company Subsidiary since January 1, 2006 and there are no such Claims outstanding or, to the knowledge of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedCompany, threatened.

Material Contracts. Section 3.10 of the Innovate Schedule of Exceptions identifies the following Innovate Material Contracts, which have not been included in the Innovate SEC Reports, and which are in effect as of the date of this Agreement: (a) Section 5.11(athe Innovate Leases and the Innovate Ancillary Lease Documents; (b) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets for annual payments by Innovate or any of its Subsidiaries of, or pursuant to which in the last year Innovate or any of its Subsidiaries paid, in the aggregate, $250,000 or more; (c) any Contract for the sale of materials, supplies, goods, services, equipment or other assets, excluding Innovate Products, for annual payments to Innovate or any of its Subsidiaries of, or pursuant to which in the last year Innovate or any of its Subsidiaries received, in the aggregate, $150,000 or more; (d) any Contract that relates to any partnership, joint venture, strategic alliance or other similar Contract other than agreements entered into with third parties for the incorporation of Subsidiaries, copies of which have been provided to the Company; (e) any Contract relating to Indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except for Contracts relating to Indebtedness in an amount not exceeding $100,000 in the aggregate; (f) any Contract for the employment of any employee or engagement of any independent contractor (i) that provides for base salary in excess of $100,000 on an annual basis, or (ii) that provides for severance, retention bonus, change in control or similar types of Contracts, other than Contracts that provide for severance, retention bonus, change in control or similar type Contracts at or below the amount of $100,000 per employee; (g) all collective bargaining agreements or agreements with any labor organization, union or association to which Innovate is a party; (h) any Contract which by its terms limits in any material respect (i) the localities in which all or any significant portion of the business and operations of Innovate or its Subsidiaries or, following the consummation of the Contemplated Transactions, the business and operations of Surviving Company, Innovate or any Affiliate of Innovate, is or would be conducted, or (ii) the scope of the business and operations of Innovate and its Subsidiaries, taken as a whole, in each case that would be material to Innovate and its Subsidiaries taken as a whole; (i) any Contract with any officer, key employee or other employee of Innovate who develops or has developed any intellectual property of or for Innovate, or Innovate Contingent Worker of any of Innovate or its Subsidiaries containing noncompetition, non-solicitation, nondisclosure, assignment of inventions or confidentiality provisions; (j) any Contract in respect of any Innovate Intellectual Property (including the distribution, licensing, marketing, advertising or sales thereof) that provides for annual payments of, or pursuant to which in the last year Innovate or any of its Subsidiaries paid or received, in the aggregate, $250,000 or more; (k) any Contract with any healthcare professional or any employee of any healthcare professional, including, but not limited to, any Contract for advisory boards, pharmacy practice management, consulting services, electronic medical records or practice management that provides for annual payments of, or pursuant to which in the last year Innovate or any of its Subsidiaries paid, in the aggregate, $100,000 or more; (l) any Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of Innovate or any of its Subsidiaries; (m) any Contract with any Governmental Authority; (n) any power of attorney, other than powers of attorney provided by Innovate and its Subsidiaries in the Ordinary Course of Business; (o) any agreement that gives rise to any material payment or benefit as a result of the performance of this Agreement or any of the other Contemplated Transactions; (p) any Contract with (i) an executive officer or director of Innovate or any of its Subsidiaries or any of such executive officer’s or director’s immediate family members or (ii) an owner of more than five percent (5%) of the Disclosure Schedule sets forth an voting power of the outstanding capital stock of Innovate or (iii) to the Knowledge of Innovate, any “related person” (within the meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than Innovate or its Subsidiaries); (q) any Contract relating to the acquisition or disposition of any material interest in, or any material amount of, property or assets of Innovate or any of its Subsidiaries (whether by merger, stock sale, asset sale or otherwise) or for the grant to any Person of any preferential rights to purchase any of their assets, other than in the Ordinary Course of Business consistent with past practice; (r) any Contract containing any provisions requiring any of Innovate or its Subsidiaries to indemnify any other party, other than commercial Contracts entered into the Ordinary Course of Business consistent with past practices; (s) except to the extent a Contract is described in the clauses above, any Contract not entered into in the Ordinary Course of Business in excess of $500,000; or (t) any other agreement (or group of related agreements) the performance of which requires aggregate payments from Innovate or any of its Subsidiaries in excess of $500,000 or that is material to Innovate or its Subsidiaries. Innovate has delivered or made available to the Company accurate and complete list (except for applicable redactions thereto) copies of each all material written Innovate Contracts, including all amendments thereto. There are no Innovate Material Contracts that are not in written form. Neither Innovate nor any Subsidiary of Innovate has, nor to the Knowledge of Innovate, has any other party to an Innovate Material Contract (as defined below), breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the following Contracts terms or conditions of any of the agreements, contracts or commitments to which any Brand Company Innovate or its Subsidiaries is a party or by which it is bound of the type described in clauses (a) through (t) above or any Innovate Contract listed in Section 3.13(f) or Section 3.15 of the Innovate Schedule of Exceptions (any such Brand Company agreement, contract or commitment, a “Innovate Material Contract”) in such manner as would permit any other party to cancel or terminate any such Innovate Material Contract, or would permit any other party to seek damages which would reasonably be expected to be material. As to Innovate and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtainedSubsidiaries, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APAAgreement, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Innovate Material Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are is valid, binding binding, enforceable and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required , subject to: (i) Laws of general application relating to be performed by it to date under bankruptcy, insolvency and the Material Contracts to which it is a partyrelief of debtors; and (ii) rules of Law governing specific performance, injunctive relief and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedequitable remedies.

Material Contracts. (a) Section 5.11(aSchedule 3.16(a) sets forth a list of all Contracts (other than purchase or service orders executed in the ordinary course of business or Contracts of Parent or its Subsidiaries related to Excluded Liabilities) of the Disclosure Schedule sets forth an accurate and complete list of each of the following Contracts type described below to which any Brand Company IPG Entity is a party or by which any such Brand Company and its properties and assets that are bound in effect on the date of this Agreement (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property each Contract that is owned by required to be listed in Schedule 3.16(a), being a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material ContractsContract”): (i) Contracts with a customer of any Brand Company that generated net revenue Contract for the Company in excess purchase or lease by any IPG Entity of vehicles, machinery, equipment, materials, supplies or other personal property requiring annual payments by such IPG Entity of $1,000,000 during the 12-month period ended December 31, 20155,000,000 or more; (ii) Contracts pursuant any Contract providing for the sale or license by any IPG Entity of materials, supplies, goods, services, equipment or assets requiring annual payments to which any Brand Company paid to any supplier, vendor or similar Person in excess such IPG Entity of $1,000,000 during the 12-month period ended December 31, 20155,000,000 or more; (iii) other than exclusive distribution agreements (but including any such Contracts relating to the rental or use listed under clause (a)(ii) of tangible personal propertythis Section 3.16), equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallythat contains noncompetition covenants that prohibit any IPG Entity from freely engaging in any business or in any geographic territory or market; (iv) Contracts any mortgage, indenture, note, bond or other Contract relating to indebtedness for borrowed money incurred by any IPG Entity in an amount in excess of $7,500,000 or that otherwise cannot, pursuant to which its terms, be prepaid prior to Closing; (v) any Brand Company is bound by partnership, joint venture, franchise or other similar equity investment agreements with any Person other than an IPG Entity; (vi) any agreement material to the Business (A) covenant not to compete with granting any Person IPG Entities a license, consent or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not right to use, exploit or enforce practice any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien owned by third parties (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint ventureCOTS Licenses), partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash whereby any IPG Entity grants to a third party a license, consent or other compensation right to use, exploit or benefits upon the consummation of the Contemplated Transactions; practice any Business Intellectual Property (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant non-exclusive licenses or sublicenses granted, and licenses or sublicenses to the Gaiam-FFL APA, Contracts for customers and distributors in connection with the sale or license of any of the properties products or assets of the Brand Companiesservices, other than in each case, in the ordinary course of business consistent with past practice), for consideration in excess each case, requiring annual payments of $150,000 which were 250,000 or more, or (C) regarding any settlement of any Intellectual Property-related Action (other than settlement agreements that do not provide for any future payment or performance obligations on behalf of the IPG Entities); (vii) except for (A) transactions between or among IPG Entities and (B) transactions contemplated by the Reorganization Documents, any Contract entered into within during the last twentythree-four (24) months and pursuant year period prior to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments for the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) having an aggregate purchase price of $7,500,000 or more; (viii) any Contract associated with ▇▇▇▇▇▇, derivatives or other similar instruments, in each case, having a termination value in excess of $150,000 individually during the 12-month period following 5,000,000; or (ix) any Contract requiring capital expenditures after the date hereof in excess of this Agreement$2,500,000. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(aSchedule 3.16(a) is a valid and binding agreement of the Disclosure Schedule (IPG Entity party thereto, enforceable in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or required by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought, except as would not reasonably be expected, individually or in the aggregate, to be set forth result in Section 5.11(a) material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Disclosure ScheduleBusiness in substantially the manner currently conducted. None of the IPG Entities are in breach of or default under, or have received any written notice of any default or event that, with notice or lapse of time, or both, would constitute a breach or default by the IPG Entities under any Material Contract, except for any breach or default that would not reasonably be expected, individually or in the aggregate, to result in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. To the knowledge of the Sellers, no other party to a Material Contract is in breach of or default under any such Material Contract, except as would not reasonably be expected, individually or in the aggregate, to result in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. (c) has True and complete copies of each Material Contract, including all material amendments, modifications, supplements, exhibits, schedules and addenda thereto through the date of this Agreement, have been made available to Buyer prior to the date hereof; provided, however, that any amendments, modifications, supplements, exhibits, schedules and addenda to such Material Contracts that do not otherwise materially amend, modify or otherwise waive any provisions of such Material Contracts have been terminated or been repudiatedprovided only to the extent in Parent’s possession and readily available.

Material Contracts. (a) Section 5.11(a) 5.09 of the Company Disclosure Schedule sets forth an contains a complete and accurate and complete list of each all Contracts referred to in clauses (i) through (xv) below, inclusive, of this Section 5.09(a) (with specific reference to the following Contracts subsection of this Section 5.09(a) to which any Brand it relates) to which the Company is a party and/or which relate to or by which any such Brand Company and its properties and assets are bound used in the operation of the Business as currently conducted or as proposed to be conducted (together with all Contracts under which any Brand Company has (x) acquired or obtainedeach Contract required to be disclosed hereunder, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any “Material Registered Company Intellectual Property, including the License AgreementsContract” and, collectively, the “Material Contracts”):), complete and accurate copies of which have been made available to Buyer: (i) Contracts with a customer any lease (whether of any Brand Company that generated net revenue real or personal property) providing for the Company in excess annual rentals of $1,000,000 during the 12-month period ended December 31, 201550,000 or more; (ii) Contracts pursuant to which any Brand agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by or on behalf of the Company paid to any supplier, vendor or similar Person in excess and/or the Business of $1,000,000 during 50,000 or more or (B) aggregate payments by or on behalf of the 12-month period ended December 31Company and/or the Business of $100,000 or more, 2015except for, in the case of either (A) or (B), such agreements with Business Service Providers cancellable without penalty on ninety (90) or less days notice; (iii) Contracts relating any sales, partnering, development, reseller or other similar agreement providing for the sale by or on behalf of the Company and/or the Business of products, services or other assets that provides for either (A) annual payments to or for the rental benefit of the Company and/or the Business of $50,000 or use more or (B) aggregate payments to or for the benefit of tangible personal property, equipment, vehicles, other personal property the Company and/or the Business of $100,000 or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallymore; (iv) Contracts pursuant any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to which the acquisition or disposition of any Brand Company is bound business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (vii) any (A) covenant not option, franchise or similar agreement, (B) Inbound Licenses, or (C) Outbound Licenses; (viii) any agreement (other than Outbound Licenses and Inbound Licenses) relating to the conception, development, authoring, creation, or reduction to practice of any component of the Company Products and Services by a third party; (ix) any agency, dealer, sales representative, distribution, reseller, marketing or other similar agreement; (x) any agreement that (A) limits the freedom of the Company and/or the Business to compete with in any line of business or against any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit area or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for would so limit the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as freedom of the date of this Agreement to make payments in excess of $100,000 annually Company and/or the Business after the Closing Date or (B) providing provides for the payment of cash pricing or other compensation contract terms on a “most favored nations” or benefits upon the consummation of the Contemplated Transactionssimilar basis; (viiixi) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve agreement with (A) payments in excess the Seller or any of $150,000 which have not yet been paid its Affiliates, or (B) any restrictive covenants that director or officer of the Company, the Seller or any of their respective Affiliates or any “associates” or members of the “immediate family” (as such terms are currently binding upon respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any Brand Companysuch director or officer; (ixxii) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companiesindemnification agreements, other than in connection with commercial transactions in the ordinary course Ordinary Course of business consistent Business; (xiii) any contract with past practicea Governmental Authority; (xiv) general powers of attorney; (xv) confidentiality and non-disclosure agreements, for consideration in excess of $150,000 which were other than those entered into within in the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunderOrdinary Course of Business that are not individually material; andor (xxvi) Contractsany other agreement, commitment, arrangement or plan not made in the Ordinary Course of Business and not otherwise identified disclosed in clauses (i) through (xiv) above, pursuant that if terminated or breached would be reasonably expected to which any of have a Material Adverse Effect on the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this AgreementCompany. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) Except as set forth on Section 5.11(a5.09(b) of the Company Disclosure Schedule Schedule, (including all written amendmentsi) each Material Contract is a valid and binding agreement of the Company, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity)the Bankruptcy and Equity Exceptions, and is in full force and effect. Each Brand Company has performed all obligations required , (ii) none of the Company, the Seller and/or any of the Seller’s Subsidiaries party to be performed by it any Material Contract, as applicable, or, to date under the Knowledge of the Seller, any third party that is party to such Material Contracts to which it Contract, is a party, and it is not in default or breach or default in any material respect thereunder. No other party to any under the terms of such Material Contract is in breach or default thereunder and there exists (iii) to the Knowledge of the Seller, no change, event, effect, condition event or circumstance whichhas occurred that, with the giving of notice, the notice or lapse of time or the happening of any other event or conditionboth, would become a default or constitute any event of default thereunder with respect to under any Material Contract. Each Complete and accurate copies of each Material Contract set forth in (together with all amendments, modifications, extensions and other agreements with respect thereto) have been made available to Buyer. To Seller’s Knowledge, each Material Contract has been entered into on an arms-length basis. (c) Section 5.11(a5.09(c)(i) of the Company Disclosure Schedule sets forth the names of (i) the twenty vendors or required suppliers and (ii) the twenty customers to be set forth whom the Seller and/or its Affiliates, directly or indirectly, paid or received the greatest sum of money in respect of services, products or materials provided to or from the Company and/or the Business, as applicable, during the year ended December 31, 2012 and during the 11-months ended November 30, 2013. Since December 31, 2012, none of the partners or customers listed in Section 5.11(a5.09(c)(i) of the Company Disclosure ScheduleSchedule has canceled, materially reduced or otherwise terminated its business with the Company and/or the Business or has notified the Company and/or the Seller that it is canceling, materially reducing or otherwise terminating its business with the Company and/or the Business or that it intends to cancel, materially reduce or otherwise terminate its relationship with the Company and/or the Business. Section 5.09(c)(ii) has not been terminated of the Company Disclosure Schedule sets forth the top five Reseller Customers (as such term is defined in that certain Master Resale Agreement, dated as of February 1, 2012 (as the same may be amended, assigned or been repudiatedotherwise modified from time to time), as between the Seller and Broadcast Interactive Media, LLC), including the full legal name of each such Reseller Customer.

Material Contracts. (a) Section 5.11(a) Except for those agreements and other documents filed as exhibits or incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 or filed or incorporated in any of its other Company SEC Reports filed since January 1, 2019 and prior to the Disclosure Schedule sets forth an accurate and complete list date hereof, neither the Company nor any of each of the following Contracts to which any Brand Company its Subsidiaries is a party to, bound by or by which subject to any such Brand Company agreement, contract, arrangement, commitment or understanding (whether written or oral) (in the case of subsections (iv), (v), (vi), (ix) and its properties and assets are bound (together with all Contracts under which any Brand Company has (x), only those involving the payment of more than $100,000 over the life of the agreement) acquired (each, whether or obtainednot filed with the SEC, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material ContractsContract”): (i) Contracts with that is a customer “material contract” within the meaning of any Brand Company that generated net revenue for Item 601(b)(10) of the Company in excess of $1,000,000 during the 12SEC’s Regulation S-month period ended December 31, 2015K; (ii) Contracts pursuant to which that contains a non-compete or client or customer non-solicit requirement or any Brand other provisions that materially restricts the conduct of, or the manner or location of conducting, any line of business of the Company paid to or any supplierof its Affiliates (or, vendor upon consummation of the Mergers, of Parent or similar Person in excess any of $1,000,000 during the 12-month period ended December 31, 2015its Affiliates); (iii) Contracts relating that obligates the Company or any of its Affiliates (or, upon consummation of the Mergers, Parent or any of its Affiliates) to the rental conduct business with any third party on an exclusive or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallypreferential basis; (iv) Contracts pursuant that requires referrals of business or requires the Company or any of its Affiliates to which any Brand Company is bound by any (A) covenant not make available investment opportunities to compete with any Person on a priority or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacityexclusive basis; (v) Contracts pursuant that relates to which the incurrence of indebtedness by the Company or any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien its Subsidiaries (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to any joint venturerepurchase, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, for consideration capitalized leases and other similar financing transactions; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of the Company or any of its Subsidiaries; (vii) that limits the payment of dividends by the Company or any of its Subsidiaries; (viii) that relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party, or to the formation, creation or operation, management or control of any partnership or joint venture with any third party, except in excess each case that relates to merchant banking investments by the Company or its Subsidiaries in the ordinary course of $150,000 business; (ix) that relates to an acquisition, divestiture, merger or similar transaction and which were entered into within the last twentycontains representations, covenants, indemnities or other obligations (including indemnification, “earn-four (24out” or other contingent obligations) months and pursuant to which a Brand Company has any ongoing obligations thereunder; andthat are still in effect; (x) Contractsthat provides for payments to be made by the Company or any of its Subsidiaries upon a change in control thereof; (xi) that was not negotiated and entered into on an arm’s‑length basis; (xii) that provides for indemnification by the Company or any of its Subsidiaries of any Person, except for contracts entered into in the ordinary course of business providing for customary and immaterial indemnification and provisions of the Company Articles and the Company Bylaws providing for indemnification; (xiii) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $150,000 per annum (other than any such contracts which are terminable by the Company or any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice); (xiv) that grants to a Person any right, license, covenant not otherwise identified aboveto ▇▇▇ or other right in Company Owned Intellectual Property or grants to the Company or any of its Subsidiaries a license or other right to any Company Licensed Intellectual Property (excluding licenses to shrink-wrap or click-wrap software), in each case that involves the payment of more than $150,000 per annum or is material to the conduct of the businesses of the Company; (xv) to which any Affiliate, officer, director, employee or consultant of such party or any of its Subsidiaries is a party or beneficiary (except with respect to loans to, or deposit or asset management accounts of, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (xvi) that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger, the Bank Merger or the other transactions contemplated hereby; (xvii) that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets; (xviii) that is a lease of real or personal property providing for annual rentals of $50,000 or more; (xix) that contains a standstill or similar agreement pursuant to which the Brand Companies Company or any of its Subsidiaries has a non-contingent obligation as agreed not to acquire assets or securities of another party or any of its Affiliates; (xx) that is between the Company or any of its Subsidiaries and any director or officer of the date Company or any Person beneficially owning five percent or more of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement.outstanding Company Common Stock; or (bxxi) Seller that is otherwise not entered into in the ordinary course of business or that is material to the Company or any Subsidiary of the Company or their financial condition or results of operations. The Company has delivered Previously Disclosed or made available to Purchaser Parent prior to the date hereof true, correct and complete and accurate copies of each written Material Contract. (i) Each Material Contract (other than purchase orders) set forth on Section 5.11(a) is a valid and legally binding agreement of the Disclosure Schedule Company or one of its Subsidiaries, as applicable, and, to the Knowledge of the Company, the counterparty or counterparties thereto, is enforceable in accordance with its terms (including all written amendments, modifications subject to the Bankruptcy and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), Equity Exception) and is in full force and effect. Each Brand , (ii) the Company and each of its Subsidiaries has duly performed all obligations required to be performed by it prior to the date hereof under each Material Contract, (iii) neither the Material Contracts Company nor any of its Subsidiaries, and, to which it is a partythe Knowledge of the Company, and it is not in breach any counterparty or default in any material respect thereunder. No other party to any Material Contract counterparties, is in breach of any provision of any Material Contract, (iv) each Material Contract can be readily fulfilled or default thereunder performed by the Company and there its Subsidiaries without undue or unusual expenditure of money or effort or any preparation, action or arrangement outside of the ordinary and usual course of business and (v) no event or condition exists no changethat constitutes, event, effect, condition after notice or circumstance which, with the giving of notice, the lapse of time or both, will constitute, a breach, violation or default on the happening part of the Company or any other event of its Subsidiaries under any such Material Contract or condition, would become a default or event of default thereunder provide any party thereto with respect the right to any terminate such Material Contract. Each Material Contract set forth in Section 5.11(a3.16(b) of the Company Disclosure Schedule sets forth a true and complete list of (A) all Material Contracts pursuant to which consents or waivers are or may be required and (B) all notices which are required to be set forth given, in Section 5.11(a) each case, prior to the performance by the Company of this Agreement and the consummation of the Disclosure Schedule) has not been terminated or been repudiatedMerger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts. (a) Except as disclosed in Section 5.11(a) 3.18 of the NAPW Disclosure Schedule sets forth an accurate Schedule, and complete list of each of the following Contracts to which except for this Agreement, NAPW is not bound by any Brand Company is a party contract, arrangement, commitment or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):understanding: (i) Contracts with that constitutes a customer of partnership, joint venture, technology sharing or similar agreement between NAPW and any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015other person; (ii) Contracts pursuant with respect to which the service of any Brand Company paid to any supplierdirectors, vendor officers, employees, or similar Person in excess independent contractors or consultants that are natural persons, involving the payment of $1,000,000 during the 12-100,000 or more in any 12 month period ended December 31period, 2015;other than those that are terminable by NAPW on no more than 30 days’ notice without penalty; (iii) Contracts relating that limits the ability of NAPW to the rental compete or use enter into in any line of tangible personal propertybusiness, equipmentin any geographic area or with any person and, vehiclesin each case, other personal property which limitation or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallyrequirement would reasonably be expected to be material to NAPW; (iv) Contracts pursuant with or to which a labor union, works council or guild (including any Brand Company is bound by any (A) covenant not to compete with any Person collective bargaining agreement or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacitysimilar agreement); (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to the use or right to use Intellectual Property, including any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development license or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companiesroyalty agreements, other than agreements entered into in the ordinary course of business consistent and that are not material to NAPW; (vi) that provides for indemnification by NAPW to any person, other than an agreement entered into in the ordinary course of business and that is not material to NAPW; (vii) between NAPW and any current or former director or officer of NAPW, or any affiliate of any such person (other than NAPW Benefit Plan); (viii) with past practicerespect to (A) Indebtedness, (B) any capital lease obligations to any person other than NAPW, (C) any obligations to any person other than NAPW in respect of letters of credit and bankers’ acceptances, (D) any indebtedness to any person other than NAPW under interest rate swap, hedging or similar agreements, (E) any obligations to pay to any person other than NAPW the deferred purchase price of property or services, (F) indebtedness secured by any Lien on any property owned by NAPW even though the obligor has not assumed or otherwise become liable for consideration the payment thereof, or (G) any guaranty of any such obligations described in clauses (A) through (F) of any person other than NAPW, in each case, having an outstanding amount in excess of $150,000 which were entered into within 250,000 individually or $500,000 in the last twenty-four aggregate; (24ix) months and pursuant that is material to which NAPW or that contains any so called “most favored nation” provision or similar provisions requiring NAPW to offer to a Brand Company has person any ongoing obligations thereunder; andterms or conditions that are at least as favorable as those offered to one or more other persons; (x) Contracts, not otherwise identified above, pursuant to which any agent, sales representative, distributor or other third party markets or sells any NAPW Product; (xi) pursuant to which NAPW is a party granting rights of first refusal, rights of first offer or similar rights to acquire any business or assets of NAPW; (xii) relating to the Brand Companies has purchase or sale of assets outside the ordinary course of business of NAPW; (xiii) relating to the issuance of any securities of NAPW (other than those set forth on Section 3.2(a) to the Disclosure Schedule); (xiv) pursuant to which any material asset of NAPW is leased; (xv) relates to the purchase of (A) any equipment entered into since December 31, 2013 and (B) any materials, supplies, or inventory since December 31, 2013, other than any agreement which, together with any other related agreement, involves the expenditure by the NAPW of less than $100,000; (xvi) that represents a non-contingent obligation purchase order with any supplier for the purchase of inventory items in an amount in excess of $100,000 of materials; (xvii) pursuant to which NAPW is a party and having a remaining term of more than one (1) year after the date hereof or involving a remaining amount payable thereunder (either to or from NAPW) as of the date hereof, of this Agreement to make payments in excess at least $100,000; (xviii) that involves the payment of $150,000 individually during the 12-250,000 or more in any 12 month period following after the date hereof; or (xix) that would prevent, delay or impede the consummation, or otherwise reduce the contemplated benefits, of any of the transactions contemplated by this Agreement. (b) Seller . NAPW has delivered or previously made available to Purchaser PDN or its representatives complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule type described in this Section 3.18(a) (including all written amendments, modifications and supplements theretocollectively referred to herein as “NAPW Material Contracts”). . (b) All of the NAPW Material Contracts were entered into at arms’ length in the ordinary course of business and are validvalid and in full force and effect, binding except to the extent they have previously expired in accordance with their terms. NAPW has not given or received a notice of cancellation or termination under any NAPW Material Contract, or has, or is alleged to have, and enforceable against to the applicable Brand Company and against knowledge of NAPW, none of the other parties thereto have, violated 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 default under the provisions of, any NAPW Material Contract. (c) NAPW is not in breach of or default under the terms of any NAPW Material Contract, except for any such breach or default that has not had and would not reasonably be expected to have, individually or in the aggregate, a NAPW Material Adverse Effect. To the knowledge of NAPW, no other party to any NAPW Material Contract is in breach of or default under the terms of any NAPW Material Contract except for any such breach or default that has not had and would not reasonably be expected to have, individually or in the aggregate, a NAPW Material Adverse Effect. Each NAPW Material Contract is a valid and binding obligation of NAPW and, to the knowledge of NAPW, of each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity)party thereto, and is in full force and effect. Each Brand Company has performed all obligations required , except that (i) such enforcement may be subject to be performed by it to date under the Material Contracts to which it is a partyapplicable bankruptcy, and it is not insolvency, reorganization, moratorium or other similar Laws, now or hereafter in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with 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 giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) discretion of the Disclosure Schedule (or required to court before which any proceeding therefor may be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedbrought.

Material Contracts. (a) Except as set forth in Section 5.11(a) 3.19 of the Issuer Disclosure Schedule sets forth an accurate or filed in Issuer’s periodic reports filed with the SEC and complete list publicly available at least two Business Days prior to the date hereof, neither Issuer nor any of each of the following Contracts to which any Brand Company its Subsidiaries is a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):by: (i) Contracts with any Contract (A) relating to the employment of, or the performance of services by, any director, employee or consultant, (B) the terms of which obligate or may in the future obligate Issuer or any of its Subsidiaries to make any severance, termination or similar payment to any current or former employee, (C) pursuant to which Issuer or any of its Subsidiaries may be obligated to make any bonus or similar payment to any current or former employee or director or (D) that is a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015Collective Bargaining Agreement; (ii) Contracts pursuant to which any Brand Company paid Contract relating to any supplierpartnership, vendor joint venture, strategic alliance, collaboration, material research and development project or other similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015arrangement; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which Issuer or any of annual rental sums less than $150,000 annuallyits Subsidiaries (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; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete Contract with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity;Governmental Authority; (v) Contracts any Contract with sole-source or single-source suppliers of material tangible products or services or pursuant to which either Issuer or any Brand Company of its Subsidiaries has incurred agreed to purchase a minimum quantity of goods relating to any Indebtedness in excess of $50,000 product or granted product candidate or has agreed to purchase goods relating to any product or product candidate exclusively from a Lien (other than Permitted Liens) on any property or asset of any Brand Companycertain party; (vi) Contracts relating any Contract (A) that relates to any joint venturethe research, partnershipdevelopment, strategic alliancedistribution, shareholders’ agreementmarketing, supply, license, collaboration, co-marketing, co-promotion, co-packaging, joint development promotion or similar arrangement pursuant to which manufacturing of any Brand Company either receives Product or makes payments (B) that otherwise provides for the purchase or sale of products or services by Issuer or any of its Subsidiaries in excess of $50,000 annually100,000; (vii) Contracts for the employmentany stockholders, hire investors rights, registration rights, tax receivables or retention of any officer, employee, consultant, similar or independent contractor of any Brand Company (on a full-time related Contract or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactionsarrangement; (viii) Contracts involving any resolution Contract containing “most favored nation” or settlement similar preferential pricing provisions, any exclusive dealing arrangement or any arrangement that grants any right of any actual first refusal, first offer, first negotiation or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Companysimilar preferential right; (ix) other than pursuant any Contract (A) that obligates Issuer (together with its Subsidiaries) to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration make aggregate payments in excess of (x) $150,000 which were entered into within 100,000 in the last twenty-four current or any future calendar year or (24y) months and $250,000 in the aggregate, (B) related to an acquisition or divestiture that contains continuing representations, covenants, indemnities or other obligations (including “earn out” or other contingent payment obligations) or (C) pursuant to which a Brand Company Issuer or any of its Subsidiaries has continuing obligations or interests involving the payment of royalties or other amounts calculated based upon the revenues or income of Issuer or any ongoing obligations thereunder; andof its Subsidiaries or any other material contingent payment obligations, in each case that is not terminable by Issuer or its Subsidiaries without penalty without more than 60 days’ notice; (x) Contractsany Lease, not otherwise except as identified aboveon Section 3.14(b) of the Issuer Disclosure Schedule; (xi) any Contract that provides for indemnification of any current or former officer, pursuant to which director or employee; (xii) any Contract for the disposition of all or any significant portion of the assets or business of Issuer or any of its Subsidiaries or for the Brand Companies has acquisition, directly or indirectly, of a non-contingent obligation as material portion of the date assets or business of this Agreement any other Person (whether by merger, sale of stock or assets or otherwise); (xiii) any Contract relating to indebtedness for borrowed money, any guarantees thereof or the granting of Liens over the property or assets of Issuer or any of its Subsidiaries; (xiv) any Contract relating to any loan or other extension of credit made by Issuer or any of its Subsidiaries; (xv) any Contract containing any provision or covenant limiting in any material respect the ability of Issuer or any of its Subsidiaries to (A) sell any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or to obtain products or services from any Person, or limiting the ability of any Person to provide products or services to Issuer or any of its Subsidiaries; (xvi) any Contract requiring Issuer, or any successor thereto or acquirer thereof, to make payments any payment whether severance or otherwise to another Person related to, in excess connection with, or as a result of $150,000 individually during a change of control of Issuer (a “Change of Control Payment”) or that gives a Third Party a right to receive or elect to receive a Change of Control Payment; or (xvii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) or any other Contract that is material to Issuer and its Subsidiaries, taken as a whole (all Contracts of the 12-month period following the date of type described in this AgreementSection 3.19(a) being referred to herein as “Material Contracts”). (b) Seller Issuer has delivered or made available to Purchaser prior to the date hereof a true, correct and complete and accurate copies copy of each written Contract Material Contract. (other than purchase ordersi) set forth on Section 5.11(a) Each of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are is valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company effect and (ii) neither Issuer nor any of its Subsidiaries, nor, to Issuer’s Knowledge, any other party to a Material Contract, has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach breached or default violated in any material respect thereunder. No other party any provision of, or taken or failed to take any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance act which, with the giving of or without notice, the lapse of time time, or the happening of any other event or conditionboth, would become constitute a breach or a default under the provisions of such Material Contract, and neither Issuer nor any of its Subsidiaries has received notice that it has breached, violated or event of default thereunder with defaulted in any material respect to under any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a3.16(a) of the Company Disclosure Schedule sets forth an accurate contains a true, correct and complete list list, as of each the date of this Agreement, of the following Contracts types of legally binding contracts (whether written or oral) to which the Company or any Brand Company Subsidiary is a party or by which otherwise bound in each case as of the date of this Agreement (such contracts, excluding any such Brand Employee Benefit Plan listed on Section 3.10(a) of the Company Disclosure Schedule and its properties and assets are bound (together with all Contracts under which excluding any Brand Company has (x) acquired or obtainedLeases, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, being the “Material Contracts”): (i) Contracts with a customer each contract that relates to the purchase or sale of any Brand Company that generated net revenue products (excluding purchase orders made in the ordinary course of business) or for the furnishing or receipt of services with consideration paid by, or payable to, the Company or any of the Company Subsidiaries of more than $250,000 in excess of a calendar year or more than $1,000,000 during in the 12-month period ended December 31, 2015aggregate over the life of such contract or agreement and that are not terminable without further monetary liability or penalty owed by the Company or Company Subsidiary on 90 days’ or less prior notice; (ii) Contracts pursuant to which each contract with any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015Material Supplier; (iii) Contracts any operating agreement, voting or similar agreement relating to the rental or use equity securities of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallythe Company and the Company Subsidiaries; (iv) Contracts pursuant to which any Brand Company is bound by any each contract (A) covenant not governing the terms of the employment or engagement of any former (to compete with the extent of any Person ongoing liability or in any geographical areaobligation) or current directors, (B) covenant not to engage in a specific line of businessofficers, (C) covenant not to use, exploit employees or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness individual independent contractors providing for total annual cash compensation in excess of $50,000 or granted a Lien 175,000 (other than Permitted Liens) on any property “at-will” contracts that may be terminated upon 30 days’ or asset less notice without the payment of any Brand Company; severance (vi) Contracts relating other than an obligation to any joint venturecompensate for base salary or fees earned prior to termination)), partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment retention, severance, transaction or change of cash or other compensation control payments or benefits upon to any person in excess of $125,000, or (C) providing for accelerated vesting or any other payment or benefit to any such person that may or will become due, in whole or in part, in connection with the consummation of the Contemplated Transactions; (v) all management contracts and contracts with other consultants (other than independent contractors), in each case, excluding Employee Benefit Plans, that are not terminable without further monetary liability or penalty (other than an obligation to compensate for services rendered prior to termination) on 90 days’ or less prior notice; (vi) all material broker, distributor, dealer, agency, sales promotion, market research, marketing consulting and advertising contracts pursuant to which the Company or any Company Subsidiary has granted any sponsorship rights, exclusive marketing, franchising consignment, distributor or any other similar right to any third party (including in any geographic area or with respect to any Product); (vii) (A) each contract under which the Company or any Company Subsidiary has created, incurred, assumed or borrowed any money or issued any note, indenture or other evidence of Indebtedness for borrowed money or where the Company has guaranteed the Indebtedness for borrowed money of others in each case having an outstanding principal amount in excess of $200,000 and (B) any pledge agreements, security agreements or other collateral agreements in which the Company or any Company Subsidiary granted to any person a Lien (other than any Permitted Liens) on any of the material property or assets of the Company or any Company Subsidiary (other than motor vehicles securing Indebtedness of the Company or any Company Subsidiary), and all agreements or instruments guarantying the debts or other obligations of any person in connection therewith; (viii) Contracts each contract providing for the Company or any Company Subsidiary to make any loan, advance, capital contribution or assignment of payment to any person in an amount in excess of $20,000 (excluding any advances to employees or independent contractors in the ordinary course of business consistent with past practice); (ix) each contract requiring any capital commitment or capital expenditure (or series of capital commitments or expenditures) by the Company or any Company Subsidiary in an amount in excess of $250,000 annually or $1,000,000 over the life of such contract or agreement; (x) each contract involving the payment of any earn-out or similar contingent payment on or after the date hereof; (xi) all partnership, strategic alliance, profit-sharing, joint venture or similar agreements; (xii) each contract with any Governmental Authority to which the Company or any Company Subsidiary is a party, other than any Company Permits; (xiii) each contract involving any resolution or settlement of any actual or threatened Proceeding Action or other dispute which involve (A) payments requires payment in excess of $150,000 which have not yet been paid 100,000 or imposes material, continuing or outstanding obligations (Bother than customary confidentiality obligations) on the Company or any restrictive covenants that are currently binding upon any Brand CompanyCompany Subsidiary, including injunctive or other non-monetary relief; (ixxiv) each Labor Agreement; (xv) each contract that limits, or purports to limit, the ability of the Company or any Company Subsidiary during any period of time to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any person, to acquire any product or asset or to receive services from any person or sell any product or asset or perform services for any person; (xvi) all leases or master leases under which the Company or any Company Subsidiary is lessee of or holds or operates, in each case, any tangible property (other than pursuant real property), owned by any other person, except for any agreement under which the annual rental payments do not exceed $100,000; (xvii) all leases or master leases under which the Company or any Company Subsidiary 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 any Company Subsidiary, except for any agreement under which the annual rental payments do not exceed $50,000; (xviii) contracts which involve the license or grant of rights to the GaiamCompany-FFL APA, Contracts for Owned IP by the sale of any of the properties or assets of the Brand CompaniesCompany, other than non-exclusive licenses granted by the Company to customers, independent contractors, Suppliers or distributors in the ordinary course of business or that are incidental to the primary purpose of the contract; (xix) each contract that has the following restrictions or terms: (a) a “most favored nation” or similar provision with respect to any person; (b) a provision providing for the sharing of any revenue or cost-savings with any other person; (c) a “minimum purchase” requirement; (d) rights of first refusal or first offer; or (e) a “take or pay” provision; (xx) each contract that relates to any completed or future disposition or acquisition by the Company or any Company Subsidiary of (a) any business (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (b) any material assets or properties, except any agreement for the purchase or sale of inventory in the ordinary course of business consistent with past practice, ; (xxi) each contract for consideration the development of Company-Owned IP that is material to the Company and embodied in excess or distributed with a Product (other than employee invention assignment and confidentiality agreements); (xxii) each contract involving the payment of $150,000 which were entered into within royalties or other amounts calculated based upon the last twenty-four (24) months and pursuant 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 Brand Company has any ongoing obligations thereunderparty; and (xxxiii) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has each contract that is a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreementcurrency or interest hedging arrangement. (b) Seller has delivered or made available Except as would not reasonably be expected to Purchaser complete be material to the Company and accurate copies of the Company Subsidiaries, taken as a whole, (i) each written Material Contract (other than purchase orders) set forth on Section 5.11(a) is a legal and binding obligation of the Disclosure Schedule (including all written amendmentsCompany or the Company Subsidiaries, modifications and supplements thereto). All Material Contracts are validas applicable, binding and enforceable against and, to the applicable Brand Company and against knowledge of the Company, the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity)thereto, and is in full force and effect. Each Brand neither the Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in nor any material respect thereunder. No other party to any Material Contract Company Subsidiary is in breach or violation of, or default thereunder and there exists under, any Material Contract; (ii) to the knowledge of the Company, as of the date hereof, no changeother party is in breach or violation of, eventor default under, effect, condition or circumstance which, with any Material Contract; (iii) as of the giving of noticedate hereof, the Company and the Company Subsidiaries have not received any written or, to the knowledge of the Company, oral claim of any breach, violation or default under any such Material Contract; and (iv) to the knowledge of the Company, no event has occurred that (with or without due notice or lapse of time or the happening of any other event both) would result in a breach of, or conditiondefault under, would become a default or event of default thereunder with respect to any Material ContractContract by the Company or any Company Subsidiary or, to the knowledge of the Company, the counterparties thereto. Each The Company has made available to SPAC true, correct and complete copies of all Material Contract set forth in Contracts, including any and all amendments, supplements or updates thereto through the date hereof. (c) Section 5.11(a3.16(c) of the Company Disclosure Schedule (or required to be set sets forth in Section 5.11(a) a complete and accurate list of the Disclosure Schedule) names of the top 10 Suppliers of materials, products or services to the Company and the Company Subsidiaries, taken as a whole, measured by aggregate dollar amount spent by the Company and the Company Subsidiaries during the 13 months ended March 31, 2023 (the “Material Suppliers”). Since the Lookback Date, no such Material Supplier has not been canceled, terminated or been repudiatedmaterially and adversely altered its relationship with the Company or any Company Subsidiary or, to the knowledge of the Company, threatened to cancel, terminate or materially and adversely alter its relationship with the Company or any Company Subsidiary.

Material Contracts. None of the Company or the Company Subsidiary is a party to or obligated under: (a) Section 5.11(aany contract which obligates the Company or the Company Subsidiary for any payments in excess of 250,000 RMB, in the aggregate, and which is not terminable by the Company or the Company Subsidiary without additional payment or penalty within ninety (90) days of delivery of notice of such termination; (b) any contract which restricts the Company or the Company Subsidiary from engaging in any line of business or competing with any Person in any geographic region; (c) any partnership, 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 which is not a wholly-owned subsidiary of the Disclosure Schedule sets forth an accurate and complete list Company; (d) any contract (other than with the Company Subsidiary) under which Indebtedness in excess of each of the following Contracts 250,000 RMB is outstanding or pursuant to which any Brand property or asset of the Company or the Company Subsidiary having a book value of more than 250,000 RMB is a party mortgaged, pledged or otherwise subject to an Encumbrance or any contract restricting the incurrence of Indebtedness or the incurrence of Encumbrances or restricting the payment of dividends; (e) any contract entered into within three (3) years prior to the date hereof for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration in excess of 250,000 RMB and any term sheets or letters of intent in effect and not expired as of the date hereof, whether or not binding, relating to any of the foregoing in this clause (e); (f) other than contracts for ordinary repair and maintenance, any contract relating to the development or construction of, or additions or expansions to, the Leased Real Properties, under which the Company or the Company Subsidiary has, or expects to incur, an obligation in excess of 250,000 RMB in the aggregate that has not been satisfied as of the date hereof; (g) any contract to which the Company or the Company Subsidiary has continuing indemnification obligations or potential liability under any purchase price adjustment that, in each case, could reasonably be expected to result in future payments of the Company or such Company Subsidiary of more than 250,000 RMB or any contract relating to the settlement or proposed settlement of any Legal Action, which involves the issuance of equity securities or payment of an amount, in any such Brand case, having a value of more than 250,000 RMB; (h) any contract for the employment of, or receipt of any services from, any director, officer or other employee on a full-time, part-time, consulting or other basis providing annual case compensation from the Company or any Subsidiary in excess of 250,000 RMB; (i) any contract which relates to any Intellectual Property; (j) any contract (other than contracts referenced in clause (a) through (i) of this Section 5.15) which by its terms call for payments by the Company and its properties the Company Subsidiary in excess of 250,000 RMB in the aggregate; (k) any contract with any current officer or director of the Company or the Company Subsidiary or any other Affiliates of the Company or the Company Subsidiary, including any CZH Transferor and assets are bound any CZH Holder; or (l) any contract that requires a consent to or otherwise contains a provision relating to a “change of control’, or any contract that would prohibit or delay the consummation of the transactions contemplated by this Agreement, or that would trigger, give rise to, accelerate or augment any liabilities or terminate or modify any rights of the Company or the Company Subsidiary as a result of the consummation of the transactions contemplated hereby (the contracts described in clause (a) through (k) of this Section 5.15 and Lease Documents together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, exhibits and schedules thereto collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement). (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Except for Financing Contracts, Non-Recourse Notes and Credit Enhancements, Section 5.11(a) 4.13 of the Seller Disclosure Schedule Letter sets forth an accurate forth, as of the date hereof, a true, complete and complete correct list of every contract, agreement, loan, lease, license, guarantee, understanding or commitment (each of the following Contracts such item, a "Contract") to which the Company or any Brand Company Subsidiary is a party or by which any such Brand Company and its properties and assets are it is bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue provides for aggregate future payments by the Company in excess of $1,000,000 during the 12-month period ended December 31or any Company Subsidiary, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental Company or use any Company Subsidiary, of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less more than $150,000 annually; 50,000 and has an unexpired term exceeding one year and may not be canceled upon 60 days' notice without any liability, penalty or premium (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person excluding purchase orders and invoices entered into or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business); (ii) was entered into by the Company or a Company Subsidiary with a stockholder, officer, director or significant employee of the Company, a Company Subsidiary or Seller (other than contracts identified in Section 4.9 of the Seller Disclosure Letter); (iii) is a collective bargaining or similar agreement; (iv) guarantees or indemnifies or otherwise causes the Company or any Company Subsidiary to be liable or otherwise responsible for the obligations or liabilities of any other Person or provides for a charitable contribution by the Company or any Company Subsidiary; (v) involves an agreement with any bank, finance company or similar organization for borrowed money or indebtedness of the Company or any Company Subsidiary; (vi) materially restricts the Company or any Company Subsidiary from engaging in any business consistent or activity anywhere in the world; (vii) is an employment agreement, consulting agreement or similar arrangement with past practiceany Person who is an employee or former employee of the Company or any Company Subsidiary (each, a "Company Employee"), or any other Person (other than Contracts identified in Section 4.9 of the Seller Disclosure Letter); (viii) is an agreement for consideration the purchase or sale of a portfolio of Financing Contracts or Non-Recourse Notes with an aggregate value in excess of $150,000 which were entered into within the last twenty-four 500,000; (24ix) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, is an agreement pursuant to which any of Person is entitled or obligated to (A) manage, service, administer, enforce or make collections on any Financing Contract or Non-Recourse Note or (B) repossess or otherwise convert the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening ownership of any other event Portfolio Property or conditionto sell or otherwise dispose of Portfolio Property; (x) is an agreement with a collection agency for the collection of past-due payments under Financing Contracts or Non-Recourse Notes; or (xi) is an agreement or commitment by investors to purchase any Non-Recourse Notes or Financing Contracts, would become a default or event of default thereunder with respect interests on participations therein, or an agreement or commitment to sell any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.Non-Recourse

Material Contracts. (a) Except as set forth on Section 5.11(a3.08(a) of the Disclosure Schedule sets forth an accurate and complete list of each of the following Contracts to which any Brand Company is a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtainedLetter, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement Agreement, neither Seller nor any of its Affiliates is a party to make any of the following relating exclusively to the Business: (i) any Transferred Contract (other than any Transferred IP Agreement) the performance of which is reasonably expected to involve annual payments on the part of Seller or a Selling Affiliate or any other Person in excess of $100,000 annually or 500,000 (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than excluding sales orders and purchase orders issued in the ordinary course of business consistent with past practice); (ii) any Transferred Contract that is a joint venture, partnership or other similar agreement; (iii) any Transferred Contract which limits or purports to limit the ability of Seller or any Selling Affiliate to (A) compete in any line of business or with any Person or in any geographic area or during any period of time, (B) own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Transferred Asset or which would so limit or purport to limit the freedom of Buyer or any of its Affiliates after the Applicable Closing Date, or (C) solicit for consideration employment or employ any Person; (iv) any Transferred Contract that grants a Lien (other than a Permitted Lien) on any Transferred Asset; (v) any Transferred Contract that provides for the sale of any Transferred Asset or the grant of any preferential rights to purchase any Transferred Asset, in each case other than sales of Inventory in the ordinary course of business consistent with past practice; (vi) any Transferred Contract under which Seller or any Selling Affiliate has guaranteed any liabilities or obligations of any other Person; (vii) any Transferred Contract that is a sales, distribution or other similar agreement providing for the sale by Seller or any Selling Affiliate of materials, supplies, goods, services, equipment or other assets (excluding any agreement between Seller and any of its Affiliates or between Affiliates of Seller) and that is expected to involve annual payments to Seller or any Selling Affiliate in excess of $150,000 which were entered into within 250,000; (viii) any Transferred Contract that is an option, license (other than any Transferred IP Agreement), franchise or similar agreement; (ix) any Transferred Contract that is an agency, dealer, sales representative, marketing or other similar agreement that is expected to involve annual payments on the last twenty-four (24) months and pursuant to which part of Seller or a Brand Company has any ongoing obligations thereunder; andSelling Affiliate in excess of $250,000; (x) Contractsthe Transferred IP Agreements; or (xi) any other Transferred Contract that is material to the Business, taken as a whole, and not otherwise identified above, pursuant to which any made in the ordinary course of business consistent with past practice. (b) Section 3.08(b) of the Brand Companies has a non-contingent obligation Disclosure Letter sets forth, as of the date of this Agreement Agreement, all of the Commingled Contracts that are Transferred Contracts and that are material to make payments in excess of $150,000 individually during the 12-month period following the date of this AgreementBusiness, taken as a whole. (bc) Seller has delivered or made available to Purchaser in the Data Room a correct and complete and accurate copies copy of each written Contract (or other than purchase orders) set forth document required to be disclosed on Section 5.11(a3.08(a) or Section 3.08(b) of the Disclosure Schedule Letter (including all written amendmentseach, modifications a “Material Contract”), except (i) in the case of purchase orders or (ii) in the case of any Contract or other document required to be disclosed on Section 3.08(b) of the Disclosure Letter, (A) to the extent the portion thereof relating to any business (other than the Business) of Seller or any of its Affiliates has been redacted therefrom or (B) for the omission of pricing schedules containing both pricing for the Business and supplements theretopricing for any other business of Seller or any of its Affiliates (provided that the pricing for the Business contained in such pricing schedules has otherwise been made available in the Data Room). All Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, each Material Contracts Contract is valid and binding on Seller and any Affiliates of Seller that are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in and, to the knowledge of Seller, each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity)party thereto, and is in full force and effecteffect and is enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (ii) the availability of injunctive relief and other equitable remedies and principles (whether considered in a proceeding at law or in equity). Each Brand Company has performed all obligations required to be performed by it to date Neither Seller nor any Selling Affiliate is in material breach or default under the any Material Contracts Contract to which it is a party, and it is not in and, to the knowledge of Seller, no event has occurred that with notice or lapse of time would constitute a material breach or default in under any material respect thereunderMaterial Contract. No To Seller’s knowledge, none of the other party parties to any Material Contract is in breach or material default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedthereunder.

Material Contracts. (a) Section 5.11(a) 4.11 of the Buyer Disclosure Schedule sets forth an accurate and complete a list of each of the following Contracts to which any Brand Company which, as of the date of this Agreement, Buyer and its Subsidiaries is a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtainedeach, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any “Buyer Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material ContractsContract”): (i) Contracts with a customer any “material contract” (as such term is defined in Item 601(b)(10) of any Brand Company that generated net revenue for Regulation S-K of the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated SEC as determined as of the date of this Agreement Agreement, other than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to make Buyer; (ii) each Contract (A) not to (or otherwise restricting or limiting the ability of Buyer and its Subsidiaries to) compete in any line of business or geographic area or (B) to restrict the ability of Buyer and its Subsidiaries to conduct business in any geographic area; (iii) each Contract (other than any Buyer Benefit Plan) providing for or resulting in payments by Buyer and its Subsidiaries that exceeded annual payments by Buyer or any of its Subsidiaries that exceed $1,000,000; (iv) all Contracts granting to any Person an option or a first refusal, first offer or similar preferential right to purchase or acquire any material Buyer Assets; (v) all material Contracts (A) for the granting or receiving of a license, sublicense or franchise (in each case, including any such Contracts relating to any Intellectual Property) providing for or resulting in a payment in excess of $100,000 annually 1,000,000 per year or (B) providing for under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in which it is reasonably expected to pay or receive a royalty, license fee, franchise fee or similar payment in excess of cash $1,000,000, in each case of clause (A) and (B), other than agreements with employees, non-exclusive licenses granted to Buyer’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms; (vi) all partnership, joint venture or other compensation similar agreements or benefits upon the consummation arrangements; (vii) any agreement with any director, officer or stockholder of Buyer or any Subsidiary that is required to be described under Item 404 of Regulation S-K of the Contemplated TransactionsSEC in the Buyer SEC Reports; (viii) Contracts involving any resolution agreement relating to indebtedness for borrowed money or settlement the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any actual or threatened Proceeding which involve (A) payments in excess of asset), except any such agreement with an aggregate outstanding principal amount not exceeding $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company5,000,000; (ix) any agreement for the disposition or acquisition by Buyer and its Subsidiaries, with material obligations of Buyer and its Subsidiaries (other than pursuant confidentiality obligations) remaining to be performed or material Liabilities of Buyer and its Subsidiaries continuing after the Gaiam-FFL APAdate of this Agreement, Contracts for the sale of any material business or any material amount of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practicebusiness; (x) any agreement restricting or limiting the payment of dividends or the making of distributions to stockholders, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunderincluding intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; and (xxi) Contractsall material agreements with any Governmental Authority. (b) Each Buyer Material Contract is a valid and binding agreement of Buyer or its applicable Subsidiary, not otherwise identified aboveexcept where the failure to be valid and binding would not, pursuant individually or in the aggregate, reasonably be expected to which have a Buyer Material Adverse Effect. Except as would not, be material to Buyer, (i) neither Buyer or such Subsidiary nor, to the Knowledge of Buyer, any other party, is in breach of the Brand Companies has a non-contingent obligation or default under any such Buyer Material Contract, (ii) as of the date of this Agreement Agreement, there are no material disputes with respect to make payments in excess any such Buyer Material Contract and (iii) as of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by no party under any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Buyer Material Contract is in breach has given written notice of its intent to terminate or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become otherwise seek a default or event of default thereunder with respect material amendment to any such Buyer Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a) of the Disclosure Except for agreements, contracts, plans, leases, arrangements or commitments disclosed in Schedule sets forth an accurate and complete list of each of the following Contracts 3.11 or any other schedule to which any Brand Company is a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtainedthis Agreement, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement neither the Company nor any Subsidiary is a party to make payments in excess or subject to: (i) any lease providing for annual rentals of $100,000 annually 150,000 or more; (Bii) any contract relating to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except contracts relating to indebtedness incurred in the ordinary course of business in an amount not exceeding $250,000; (iii) any contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company or any Subsidiary of $200,000 or more; (iv) any sales, distribution or other similar agreement providing for the payment sale by the Company or any Subsidiary of cash materials, supplies, goods, services, equipment or other compensation assets providing for annual payments to the Company or benefits upon the consummation any Subsidiary of the Contemplated Transactions$200,000 or more; (v) any agency, dealer, sales representative or other similar agreement of $250,000 or more; (vi) any employment agreement providing for annual payments or severance pay or post-employment liabilities or obligations of $150,000 or more; (vii) any consulting agreement providing for annual payments of $150,000 or more; (viii) Contracts involving any resolution partnership, joint venture or settlement of any actual other similar contract, arrangement or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Companyagreement; (ix) any license agreement, franchise agreement or agreement in respect of similar rights granted to the Company or any Subsidiary providing for annual payments of $500,000 or more; (x) any license agreement, franchise agreement or agreement in respect of similar rights held by the Company or any Subsidiary providing for annual payments of $400,000 or more; (xi) any contract or other document that limits the freedom of the Company or any Subsidiary to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Company or any Subsidiary after the Closing Date; (xii) any agreement of indemnification or guaranty other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than customer agreements entered into in the ordinary course of business consistent with past practicepractices; (xiii) any mortgages, for consideration indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, other than extensions of trade credit on customary terms in excess of $150,000 which were customer agreements entered into within in the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; andordinary course of business consistent with past practices; (xxiv) Contracts, not otherwise identified above, pursuant any agreement relating to which the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement.business consistent with past practices; (bxv) Seller has delivered any collective bargaining agreements; or (xvi) any other contract or commitment not made available in the ordinary course of business that is material to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case Subsidiaries taken as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedwhole.

Material Contracts. (a) Except as set forth in Section 5.11(a4.5(a) of the Company Disclosure Schedule sets forth an accurate and complete list Schedule, as of each the date hereof neither the Company nor any of its Subsidiaries has entered into or is bound by any of the following types of Contracts to which any Brand Company is (each a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material ContractsContract”): (i) any Contracts with a customer any Affiliate of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015or its Subsidiaries; (ii) any Contracts pursuant to which any Brand Company paid relating to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015Indebtedness; (iii) any Contracts relating under which the Company or any of its Subsidiaries has made or is obligated to the rental make, directly or use of tangible personal propertyindirectly, equipmentany capital contribution to, vehiclesor other investment in, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallyPerson in any amount; (iv) any Contracts pursuant prohibiting or restricting the ability of the Company or any of its Subsidiaries to which any Brand Company is bound by any (A) covenant not to compete with any Person or conduct business in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not solicit clients or to use, exploit or enforce compete with any Company Intellectual Property in any capacityPerson; (v) any Contracts pursuant that provide for earn-outs or other similar contingent obligations to which be paid by the Company or any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Companyits Subsidiaries; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employmentCompany’s or any Subsidiary’s purchase of materials, hire supplies, products or retention of any officerservices, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make involving annual payments in excess of $100,000 annually in any year; (vii) any joint venture, strategic alliance, partnership or (B) providing for the payment similar Contract involving a sharing of cash profits or other compensation expenses or benefits upon the consummation payments based on revenues or profits of the Contemplated TransactionsCompany or any of its Subsidiaries; (viii) any reinsurance Contracts involving (each a “Reinsurance Agreement”) and any resolution trust agreements, letters of credit or settlement other Contracts relating to collateral or security provided in connection with any Reinsurance Agreement; (ix) any investment management, custody or similar Contracts specifically relating to the assets of the Company and its Subsidiaries; (x) any actual or threatened Proceeding Contract with any Governmental Authority; (xi) any Contract under which involve (A) the Company or any of its Subsidiaries is granted rights by others in any Intellectual Property (other than (x) commercial off-the-shelf software with an aggregate annual cost of less than $25,000 or (y) agreements with the Company’s or any of its Subsidiary’s employees or contractors entered into in the ordinary course of business) or (B) the Company or any of its Subsidiaries has granted rights to others in Intellectual Property (other than customer agreements entered into in the ordinary course of business); (xii) any Contracts between or among the Company or any Subsidiary and a third party, including joint and several undertakings and/or guarantees for the benefit of a third party, pursuant to which the Company or any Subsidiary has guaranteed or may otherwise be primarily or secondarily liable in respect to any obligation or liability owed to or for the benefit of a third party; (xiii) any Contracts between the Company or any Subsidiary, on the one hand, and any Company Shareholder or any Affiliate of any Company Shareholder (other than the Company or any of its Subsidiaries) or any officer or director of the Company or any Subsidiary, on the other hand; (xiv) indemnification agreements, undertakings and obligations of the type described at Section 6.11(a); (xv) (i) any Contract with any third party administrator and any Contract pursuant to which the Company or any of its Subsidiaries provides services to a third party and (ii) any Contract with any other service provider that involves annual service fees in excess of $100,000; (xvi) any Contract (or series of related Contracts) providing for the acquisition or disposition of any material lines of business, business enterprise or material assets of or by the Company or any of its Subsidiaries; (xvii) Contracts relating to any Proceeding or settlement agreement to which the Company or any of its Subsidiaries is a party, other than claim related settlements within policy limits entered into in the ordinary course of business; (xviii) any management, consulting, independent contractor, employment, severance, bonus or similar agreement; (xix) any Contract (excluding any Reinsurance Agreement) that involves annual payments in excess of $150,000 which have 100,000 that is not yet been paid terminable on notice of ninety (90) or (B) any restrictive covenants that are currently binding upon any Brand Companyfewer calendar days without penalty or premium; (ixxx) other than pursuant to any real property lease, sublease or similar Contract; (xxi) any Contract that contains any “change of control” or similar term or provision that may be triggered, breached or violated by the Gaiam-FFL APA, Contracts for Company’s entering into this Agreement and consummating the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunderTransactions; and (xxxii) Contracts, not otherwise identified above, each Contract entered into prior to the date hereof that is required to be filed by the Company as a “material contract” pursuant to which any Item 601(b)(10) of Regulation S-K under the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this AgreementSecurities Act. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Each Material Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are is valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect, and is enforceable against the Company or its Subsidiaries, as the case may be, and, to the Knowledge of the Company, each other party thereto in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. Each Brand of the Company and its Subsidiaries has duly performed all of its obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any each such Material Contract is in breach to the extent that such obligations have accrued. There are no existing defaults (or default thereunder and there exists no changecircumstances, eventoccurrences, effect, condition events or circumstance whichacts that, with the giving of notice, the notice or lapse of time or both that would reasonably be expected to become defaults) of the happening of Company or its Subsidiaries or any other event or conditionparty thereto, would become a default or event of default thereunder with respect to under any Material Contract. Each The Company has made available to Buyer prior to the date hereof complete copies of all Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedContracts.

Material Contracts. (a) Except for this Agreement, agreements filed as exhibits to the Company SEC Documents or as set forth in Section 5.11(a) 3.21 of the Company Disclosure Schedule sets forth an accurate and complete list of each of the following Contracts to which any Brand Company is a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtainedSchedules, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or expressly bound by any Contract (excluding any Company Benefit Plan) that: (i) would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act); (ii) is a Company Real Property Lease pursuant to which the Company or any of its Subsidiaries leases real property that is material to the business of the Company and its Subsidiaries, taken as a whole; (iii) contains restrictions on the right of the Company or any of its Subsidiaries to engage in activities competitive with any Person or to solicit customers or suppliers anywhere in the world, other than restrictions (A) pursuant to limitations on the use by the Company or its Subsidiaries of rail lines set forth in the agreements conveying those lines or granting rights to operate them, (B) that are part of the terms and conditions of any “requirements” or similar agreement under which the Company or any of its Subsidiaries has agreed to procure goods or services exclusively from any Person, or (C) that are not material to the business of the Company and its Subsidiaries, taken as a whole; (iv) grants “most favored nation” status that, following the Merger, would apply to Parent and its Subsidiaries, including the Company and its Subsidiaries; (v) provides for the formation, creation, operation, management or control of any joint venture, partnership or other similar arrangement with a third party; (vi) is an indenture, credit agreement, loan agreement, note, or other Contract providing for indebtedness for borrowed money of the Company or any if its Subsidiaries (other than indebtedness among the Company and/or any of its Subsidiaries) in excess of $50 million; (vii) is a settlement, conciliation or similar Contract that would require the Company or any of its Subsidiaries to pay consideration of more than $20 million after the date of this Agreement or that contains material restrictions on the business and operations of the Company or any of its Subsidiaries; (viii) provides for the acquisition or disposition by the Company or any of its Subsidiaries of any business (whether by merger, sale of stock, sale of assets or otherwise), or any real property, that would, in each case, reasonably be expected to make result in the receipt or making by the Company or any Subsidiary of the Company of future payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company25 million; (ix) is an acquisition agreement that contains material “earn-out” or other than pursuant to material contingent payment obligations; (x) obligates the Gaiam-FFL APA, Contracts for the sale of Company or any Subsidiary of the properties Company to make any future capital investment or assets capital expenditure outside the Ordinary Course of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration Business and in excess of $150,000 which were 50 million; (xi) provides for the procurement of services or supplies from a Company Top Supplier by the Company or any of its Subsidiaries, or provides for sales to a Company Top Customer by the Company or any of its Subsidiaries; (xii) limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests; (xiii) other than any sales and marketing Contracts entered into within the last twenty-four (24) months and Ordinary Course of Business, is a Contract pursuant to which the Company or any of its Subsidiaries is a Brand party, or is otherwise bound, and the contracting counterparty of which (A) is a Governmental Entity or (B) to the Knowledge of the Company, has entered into such Contract in its capacity as a prime contractor or other subcontractor of any Contract with a Governmental Entity and such Contract imposes upon the Company has any ongoing obligations thereunderor other liabilities due to such Governmental Entity; andor (xxiv) Contracts, not otherwise identified above, is a Contract pursuant to which (A) the Company or any of its Subsidiaries is granted any license or other right with respect to Intellectual Property of another Person, where such Contract is material to the Brand Companies has a business of the Company or any of its Subsidiaries (other than non-contingent obligation exclusive licenses for unmodified, commercially available “off-the-shelf” software that have been granted on standardized, generally available terms); or (B) the Company or any of its Subsidiaries grants to another Person any license or other right with respect to any material Company Intellectual Property. Each Contract of the type described in clauses (i) – (xiv) of this Section 3.21(a) is referred to herein as a “Company Material Contract.” (b) True, correct and complete copies of each Company Material Contract have been publicly filed with the SEC prior to the date of this Agreement or otherwise made available to Parent. Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, as of the date of this Agreement Agreement, no other party to make payments any Company Material Contract is in excess breach of $150,000 or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to have, individually during or in the 12-month period following aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement. (b) Seller has delivered , each Company Material Contract is a valid and binding obligation of the Company or made available the Subsidiary of the Company that is party thereto and, to Purchaser complete and accurate copies the Knowledge of the Company, of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements party thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required , subject to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedEnforceability Exceptions.

Material Contracts. (a) Section 5.11(a2.9(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of each of Letter lists the following written Contracts to which that any Brand Company Transferred Entity is a party to or bound by which as of the date of this Agreement, except for this Agreement and any such Brand Company Contracts with no remaining obligations thereunder and, with respect to customer Contracts and its properties supplier Contracts, except for purchase orders (collectively, subject to clause (i) below, and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the IP License Agreements, collectively, the “Material Contracts”): (i) any Contract relating to any incurrence, assumption or guarantee of Indebtedness in excess of $1,000,000; (ii) any Contract relating to joint ventures, partnerships, franchising, royalty payments or other similar agreements or arrangements and/or any Contract relating to ownership of or investments in any business or enterprise (other than, in each case, immaterial ancillary agreements relating to any of the foregoing); (iii) any Contract or series of related Contracts, including any option agreement, relating to the acquisition or disposition of any business or division thereof, capital stock or other equity securities or assets of any other Person (whether by merger, consolidation or other business combination, sale of stock or other securities, sale of assets or otherwise), including any indemnification agreements or any other Contracts containing outstanding indemnification rights or obligations in connection therewith (other than, in each case, immaterial ancillary agreements relating to any of the foregoing); (iv) any Contract that contains: (A) most favored nation clauses; (B) non-competition obligations; or (C) material exclusivity obligations or similar material restrictions, in each case, binding on any Transferred Entity or the Business that is not terminable by such Transferred Entity upon notice of thirty (30) days or less; (v) any Contract under which any Transferred Entity has made outstanding advances or loans to any other Person; (vi) any Contract restricting the ability of Seller or any of its Affiliates (including any Transferred Entity) to sell any capital stock or other equity securities or assets of any Transferred Entity; (vii) any Contract made by any Transferred Entity with a Governmental Authority (other than any Contract entered into with any Governmental Authority in China that is acting as a commercial enterprise); (viii) any Contract with a labor union, works council or other organization representing employees of a Transferred Entity; (ix) the top ten (10) customer Contracts (based on aggregate total sales in U.S. dollars by the Transferred Entities for the twelve (12)-month period ended on the Balance Sheet Date); (x) Real Property Leases; (xi) the top ten (10) supplier Contracts (based on aggregate total purchases in U.S. dollars by the Transferred Entities for the twelve (12)-month period ended on the Balance Sheet Date); (xii) any Contract involving a remaining commitment by the Transferred Entities to pay capital expenditures in excess of $1,000,000; (xiii) any employment Contract with any Business Employee that provides for annual base salary in excess of $200,000, any employment Contract with any Business Employee that is included within the definition of “Knowledge of Seller,” and any change of control, retention or severance Contracts (exclusive of any generally-applicable severance policy) with (or otherwise for the benefit of) any Business Employee; (xiv) any Contracts with a customer of any Brand Company consultants or independent contractors that generated net revenue provide services to the Business that provide for the Company payment of compensation, fees or payments in excess of $200,000 for any year, or that have a term of longer than one year or are not terminable within one year or less without any penalty; (xv) any Contracts relating to staffing companies, temporary employment agencies or similar companies that provide services to the Business that provide for the payment of compensation, fees or payments in excess of $200,000 in any year; (xvi) any non-competition, non-solicitation and confidentiality Contracts with any Business Employee whose current base salary exceeds $200,000 in any year or with any Business Employee that is included within the definition of “Knowledge of Seller;” and (xvii) any other Contract, excluding customer or supplier Contracts, involving the expenditure of amounts in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, year that is not terminable by the Transferred Entities upon notice of thirty (B30) covenant not to engage in a specific line of business, (C) covenant not to use, exploit days or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreementless. (b) Seller A true and complete copy of each Material Contract, including all amendments and supplements thereto, has delivered or been made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendmentsBuyers, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.2.9(b)

Material Contracts. (a) Section 5.11(a) As of the Disclosure Schedule sets forth an accurate and complete list date of each this Agreement, neither the Company nor any of the following Contracts to which any Brand Company its Subsidiaries is a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):by: (i) Contracts with a customer any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) (other than any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015Benefit Plan); (ii) Contracts pursuant to which any Brand Contract with any of its directors or officers (other than any Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015Benefit Plan); (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment that (A) imposes any material restriction on the right or ability of annual rental sums less than $150,000 annuallythe Company or any of its Subsidiaries to compete with any other Person or solicit any client or customer or (B) following the Closing will materially restrict the ability of Parent or its Subsidiaries to so compete or solicit; (iv) Contracts pursuant any material Contract with a customer that obligates the Company or its Subsidiaries (or following the Closing, Parent or its Subsidiaries) to which any Brand Company is bound by any (A) covenant not to compete conduct business with any Person third party on a preferential or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit exclusive basis or enforce any Company Intellectual Property in any capacitythat contains “most favored nation” or similar covenants; (v) Contracts pursuant any Contract relating to which Indebtedness (other than intercompany Indebtedness owed by the Company or any Brand wholly owned Subsidiary to any other wholly owned Subsidiary, or by any wholly owned Subsidiary to the Company) of the Company has incurred or any Indebtedness of its Subsidiaries having an outstanding principal amount in excess of $50,000 or granted a Lien (50,000,000.00, other than Permitted Liens) on any property or asset of any Brand Companythe Credit Agreement and the Company Notes and related indentures; (vi) Contracts relating any Contract that grants any right of first refusal, right of first offer or similar right with respect to any joint venturematerial assets, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development rights or similar arrangement pursuant to which any Brand properties of the Company either receives or makes payments in excess of $50,000 annuallyits Subsidiaries; (vii) Contracts any Contract that provides for the employmentacquisition or disposition, hire directly or retention indirectly, of any officerassets (other than acquisitions or dispositions of sale in the ordinary course of business) or business (whether by merger, employeesale of stock, consultant, sale of assets or independent contractor otherwise) or capital stock or other equity interests of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated Person, and with any outstanding obligations as of the date of this Agreement to make payments Agreement, in each case with a value in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions10,000,000.00; (viii) Contracts involving any resolution joint venture, partnership or settlement limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any actual material joint venture, partnership or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or (B) any restrictive covenants that are currently binding upon any Brand among the Company’s wholly owned Subsidiaries; (ix) any Contract with an affiliate or other than Person that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Exchange Act; (x) any Contract (A) with any customer that is one of the Top Customers or (B) with any supplier that is one of the Top Suppliers; (xi) any Contract pursuant to which the Gaiam-FFL APA, Contracts for the sale of Company or any of its Subsidiaries has purchased, licensed or sold during the properties twelve months prior to the date hereof, goods or assets of services that involved payment by or to the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration Company and its Subsidiaries in excess of $150,000 which were entered into within 40,000,000.00 during such period or that provides for payments in excess of such amount over the last twenty-four remaining term of such agreement (24in each case, whether under a single agreement or a series of related agreements); (xii) months and any Contract pursuant to which (A) the Company or any of its Subsidiaries grants to any third party any license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property owned by the Company or any of its Subsidiaries, or (B) the Company or any of its Subsidiaries receives a Brand Company has license, release, covenant not to ▇▇▇ or similar right with respect to any ongoing obligations thereundermaterial Intellectual Property owned by a third party (other than generally commercially available software in object code form); and (xxiii) Contractsany material Contract or any other Contract that contains “most favored nation” or similar covenant with respect to pricing terms or requires on-going reporting obligations of the Company and/or its Subsidiaries, not otherwise identified above, pursuant in each case to which the Company or any of its Subsidiaries is a party and any counterparty is a Governmental Entity (or the Brand Companies counterparty has represented in writing to the Company or any of its Subsidiaries that it is a non-contingent obligation prime contractor or subcontractor to a Governmental Entity). All contracts of the types referred to in clauses (i) through (xiii) above are referred to herein as “Company Material Contracts.” (b) Neither the Company nor any Subsidiary of the Company is in breach of or default in any respect under the terms of any Company Material Contract and, to the knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in breach of this Agreement or default in any respect under the terms of any Company Material Contract, and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to make payments in excess of $150,000 individually during the 12-month period following Company’s knowledge, prior to the date hereof through the action or inaction of this Agreement. (b) Seller has delivered any third party, that with notice or made available to Purchaser complete and accurate copies the lapse of each written Contract (other than purchase orders) set forth on Section 5.11(a) time or both would constitute a breach of or default or result in the Disclosure Schedule (including all written amendmentstermination of or a right of termination or cancelation thereunder, modifications and supplements thereto). All accelerate the performance or obligations required thereby, or result in the loss of any benefit under the terms of any Company Material Contracts are validContract, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case except as has not had or would not reasonably be expected to have, individually or in the enforceability thereof may be limited by any applicable bankruptcyaggregate, reorganizationa Material Adverse Effect. Each Company Material Contract (i) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, insolvency or to the knowledge of the Company, of each other Applicable Laws affecting creditors’ rights generally or by general principles of equity)party thereto, and (ii) is in full force and effect, subject to the Enforceability Exceptions, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Brand Company has performed all obligations required There are no disputes pending or, to be performed by it to date under the Material Contracts to which it is a partyCompany’s knowledge, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder threatened with respect to any Company Material Contract. Each , and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Company Material Contract set forth to terminate for default, convenience or otherwise any Company Material Contract, nor to the Company’s knowledge, is any such party threatening to do so, in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) each case except as has not been terminated had or been repudiatedwould not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Material Contracts. (a) Section 5.11(a) of Other than those set forth on Schedule 3.12, neither the Disclosure Schedule sets forth an accurate and complete list of each of the following Contracts to which Company nor any Brand Company Subsidiary is a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):by: (i) Contracts with a customer any lease (whether of any Brand Company that generated net revenue real or personal property) providing for the Company in excess annual rentals of $1,000,000 during the 12-month period ended December 31, 2015100,000 or more; (ii) Contracts pursuant to which any Brand agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing or for the license of any Intellectual Property Rights for either (A) annual payments by the Company paid to any supplier, vendor or similar Person in excess and the Subsidiaries of $1,000,000 during 500,000 or more or (B) aggregate payments by the 12-month period ended December 31, 2015Company and the Subsidiaries of $500,000 or more; (iii) Contracts relating to any sales, distribution, licensing or other similar agreement providing for the rental sale by the Company or use any Subsidiary of tangible personal propertymaterials, supplies, goods, services, equipment, vehicles, Intellectual Property Rights or other personal property assets that provides for either (A) annual payments to the Company and the Subsidiaries of $500,000 or fixtures, except for any Contract individually involving payment more or (B) aggregate payments to the Company and the Subsidiaries of annual rental sums less than $150,000 annually500,000 or more; (iv) Contracts pursuant any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to which the acquisition or disposition of any Brand Company is bound business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (A) covenant with an aggregate outstanding principal amount not exceeding $100,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty and (B) entered into subsequent to the date of this Agreement as permitted by Section 5.01(h); (vii) any franchise or similar agreement; (viii) any agency, dealer, sales representative, marketing or other similar agreement; (ix) any agreement that limits the freedom of the Company or any Subsidiary to compete in any line of business or with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit area or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for would so limit the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as freedom of the date of this Agreement to make payments in excess of $100,000 annually Company or (B) providing for any Subsidiary after the payment of cash or other compensation or benefits upon the consummation of the Contemplated TransactionsClosing Date; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any agreement with (A) any Seller or any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.its Affiliates,

Material Contracts. (a) Section 5.11(aSchedule 5.12(a) of the Disclosure Schedule sets forth an accurate and complete a list of each of the following Contracts to which any Brand Company is (each, a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any “Material Registered Company Intellectual Property, including the License AgreementsContract” and, collectively, the “Material Contracts”):) to which the Company or any of its Subsidiaries is a party or by which any of them is bound (excluding any Contract which constitutes a Lease or a Company Benefit Plan) and which: (i) Contracts with a customer of any Brand Company that generated net revenue for (x) involves aggregate consideration payable to the Company or any of its Subsidiaries in excess of $1,000,000 during 750,000 per year, (y) involves aggregate consideration payable by the 12-month period ended December 31Company or any of its Subsidiaries in excess of $750,000 per year or (z) requires performance by any party more than one year from the date hereof, 2015which, in each case, cannot be cancelled by the Company or the applicable Subsidiary without material penalty upon less than one hundred eighty (180) days’ notice; (ii) Contracts pursuant relates to which the sale of the Company’s or any Brand Company paid to any supplierof its Subsidiaries’ material assets, vendor or similar Person other than sales in the Ordinary Course of Business, having a fair market value in excess of $1,000,000 during 500,000, and which contains any material outstanding obligations of the 12-month period ended December 31Company or any of its Subsidiaries with respect to an “earn out,” contingent purchase price, 2015or similar contingent payment obligation or material indemnification obligation; (iii) Contracts relating relates to the rental acquisition by the Company or use any of tangible personal propertyits Subsidiaries of any business, equipmenta material amount of stock or assets of any other Person (whether by merger, vehiclessale of stock, other personal property sale of assets or fixturesotherwise) having a fair market value in excess of $500,000, except for and which contains any Contract individually involving material outstanding obligations of the Company or any of its Subsidiaries with respect to an “earn out,” contingent purchase price, or similar contingent payment of annual rental sums less than $150,000 annuallyobligation or material indemnification obligation; (iv) Contracts pursuant relates to which Indebtedness incurred or provided by the Company or any Brand Company is bound by of its Subsidiaries, including any hedging contracts; (v) (A) covenant not limits in any material respect the freedom of the Company or any of its Subsidiaries or their respective Affiliates (or, after the Closing, Parent and its Affiliates) to engage in any line of business, acquire any entity or compete with any Person or in any market or geographical area, (B) covenant not contains exclusivity obligations or similar restrictions binding on and material to engage in a specific line the Company or any of businessits Subsidiaries or any of their respective Affiliates (or, after the Closing, Parent and its Affiliates) or that would be binding on Parent or any of its Affiliates (or, after the Closing, Parent and its Affiliates), (C) covenant not grants a most-favored nation status to useany Person, exploit in a manner that is, or enforce would reasonably be expected to be, material to the Company and its Subsidiaries or (D) otherwise materially restricts the ability of the Company or any Company Intellectual Property in of its Subsidiaries (or, after the Closing, Parent and its Affiliates) to solicit or hire any capacity; (v) Contracts pursuant to which person or solicit business from any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand CompanyPerson; (vi) Contracts relating to constitutes a partnership or joint venture agreement or teaming agreement or other similar agreement involving a sharing of profits, losses, costs or liabilities of the Company or any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which of its Subsidiaries with any Brand Company either receives or makes payments in excess of $50,000 annuallyother Person; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving involves any resolution or settlement of any actual or threatened Proceeding which involve (A) against or involving the Company or any of its Subsidiaries since January 31, 2017, and involving aggregate payments in excess of $150,000 which have not yet been paid 250,000 or other material requirements; (Bviii) requires any restrictive covenants that are currently binding upon capital commitment or capital expenditure (or series of capital expenditures) by the Company or any Brand of its Subsidiaries in an amount that, individually or in the aggregate, is greater than $500,000, excluding capital equipment ordered in the Ordinary Course of Business in accordance with the Company’s business plan; (ix) other than contains any standstill or similar agreement pursuant to which the Gaiam-FFL APA, Contracts for the sale of Company or any of its Subsidiaries has agreed not to acquire assets or securities of another Person, which would be binding on Parent and its Affiliates after the properties or assets Closing; (x) except as set forth on Schedule 5.13(a), constitutes an employment agreement with an executive officer of the Brand CompaniesCompany or provides for severance, retention, change of control or other than in similar payments to any employee of the ordinary course of business consistent with past practice, for consideration Company or its Subsidiaries in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and200,000; (xxi) Contracts, not otherwise identified above, pursuant constitutes a Company IP Agreement; or (xii) constitutes a commitment to which do any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments foregoing described in excess of $150,000 individually during the 12-month period following the date of this Agreementclauses (i) through (xi). (b) Seller Except as set forth in Schedule 5.12(b), (i) none of the Company or its applicable Subsidiary that is party to a Material Contract, nor, to the Knowledge of the Company, any other party to such Material Contract, is in material breach or material default under such Material Contract, and (ii) neither the Company nor any of its Subsidiaries has delivered received (x) any written notice of any default or event that, with or without notice or the lapse of time, or both, would constitute a default by the Company or its applicable Subsidiary that is party thereto under any Material Contract, except for defaults that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect, or (y) any written notice of termination or cancellation of any Material Contract. The Company has made available to Purchaser Parent true and complete and accurate copies of each written Contract all Material Contracts. (other than purchase ordersc) Except as set forth on Section 5.11(a) of the Disclosure in Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity5.12(c), and each Material Contract is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it , is a partyvalid and binding obligation of the Company or its applicable Subsidiary that is party thereto, and it is not in breach or default in any material respect thereunder. No to the Knowledge of the Company, each other party thereto, and is enforceable in all material respects in accordance with its terms, subject to any Material Contract is in breach or default thereunder the Bankruptcy and there exists no change, event, effect, condition or circumstance whichEquity Exception. (d) The Company shall have until the end of the sixth (6th) Business Day following the date hereof to deliver to Parent an amended version of Schedule 5.12(a), with effect as of the giving execution of notice, this Agreement. Such amended Schedule 5.12(a) shall for all purposes of this Agreement constitute the lapse disclosures of time the Company against Section 5.12(a) as if the disclosures in such amended Schedule 5.12(a) were made as of the execution of this Agreement. The delivery of an amended Schedule 5.12(a) shall in no event have the effect of or be construed as affecting the happening timing of any other event representation or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of warranty made by the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedCompany.

Material Contracts. (a) Section 5.11(a) As of the Disclosure Schedule sets forth an accurate and complete list of each of date hereof, the following Contracts to which any Brand Company is not a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):by: (i) Contracts with a customer any lease of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015or other occupancy arrangement regarding real property; (ii) Contracts pursuant to which any Brand lease of personal property providing for annual payments by the Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 201510,000 or more and which is not cancelable or terminable without penalty with notice of 60 or less days; (iii) Contracts relating any agreement for the purchase or license of materials, supplies, goods, services, equipment or other tangible or intangible assets that provides for (or would reasonably be expected to result in) either annual payments by the rental Company of $25,000 or use more or aggregate payments by the Company of tangible personal property, equipment, vehicles, other personal property $50,000 or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallymore; (iv) Contracts pursuant any sales, rental, distribution or other similar agreement providing for the sale, rental or distribution by the Company of materials, supplies, goods, services, equipment or other assets that expressly provides for (or would reasonably be expected to which result in) either annual payments to the Company of $25,000 or more or aggregate payments to the Company of $50,000 or more; (v) any Brand Company is bound partnership, joint venture or other similar agreement or arrangement; (vi) any agreement, contract or commitment relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (Aviii) covenant not any alliance, agency, dealer, sales representative, marketing or other similar agreement; (ix) any consulting, services, development or collaboration agreement or other agreement for development of products and services for the Company; (x) any agreement that limits the freedom of the Company to compete in any line of business or with any Person or in any geographical areaarea or which would so limit the freedom of the Surviving Corporation, (B) covenant not to engage in a specific line Parent or any of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacityParent’s Affiliates after the Closing Date; (vxi) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand agreement providing for indemnification by the Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as in favor of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than indemnification provisions arising in the ordinary course of business and consistent with past practicepractices, for consideration including without limitation in excess purchase orders, customer agreements or indemnities of $150,000 which were entered into within the last twenty-four lessors (24other than any Affiliate) months and pursuant to which a Brand Company has under any ongoing obligations thereunder; andleases; (xxii) Contractsany material agreement containing a “most favored nation” or similar provision or providing for minimum purchase or sale obligations; (xiii) any agreement with any Affiliate of the Company, not otherwise identified aboveany director or officer of the Company, pursuant or any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the 1▇▇▇ ▇▇▇) of any such director or officer; (xiv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, Company Securities or debt instruments, or any undertaking, promise or other obligation, written or oral, of the Company to which issue any Company Securities, the value of any of the Brand Companies has a non-contingent obligation as benefits of which will be calculated on the basis of any of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of transactions contemplated by this Agreement.; (bxv) Seller has delivered any agreement with or made available among the Members, including any agreement that provides for preemptive rights or imposes any limitation or restriction on Company Securities, including any restriction on the right of a Member to Purchaser complete and accurate copies vote, sell or otherwise dispose of each written Contract such Company Securities; or (other than purchase ordersxvi) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event agreement, commitment, arrangement or condition, would become a default or event plan not made in the ordinary course of default thereunder with respect business that is material to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedCompany.

Material Contracts. (a) Section 5.11(a3.20(a) of the Company Disclosure Schedule Letter sets forth an accurate forth, as of the date of this Agreement, a correct and complete list of each of the following types of Contracts to which the Company, any Brand Company Sharing Company (to the extent applicable) or any of their respective Subsidiaries is a party party, or by which any such Brand Company and its of their respective properties and or assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):bound: (i) Contracts each Contract that, (A) limits or restricts the Company, any Company Sharing Company or any of their Subsidiaries from competing in any line of business or with any Person in any geographic region, (B) contains exclusivity obligations or restrictions binding on the Company, any Company Sharing Company or any of their respective Subsidiaries, (C) requires the Company, any Sharing Company or any of their respective Subsidiaries to conduct any business on a customer “most favored nations” basis with any third party or (D) provides for rights of first refusal or offer or any similar requirement or right in favor of any Brand Company third party in respect of a Minority Investment Entity, in each case, that generated net revenue for is material to the Company in excess of $1,000,000 during the 12-month period ended December 31and its Subsidiaries, 2015taken as a whole; (ii) Contracts pursuant to which any Brand Company paid to any suppliereach Contract that is a joint venture, vendor partnership, limited liability company or similar Person in excess of $1,000,000 during agreement that is material to the 12-month period ended December 31Company and its Subsidiaries, 2015taken as a whole; (iii) Contracts each Contract that is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and its wholly owned Subsidiaries) relating to the rental or use indebtedness for borrowed money in an amount in excess of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually10 million individually; (iv) Contracts pursuant each Contract with respect to which any Brand an interest, rate, currency or other swap or derivative transaction (other than those between the Company is bound by any (Aand its Subsidiaries) covenant not to compete with any Person or a fair value in any geographical area, (B) covenant not to engage in a specific line excess of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity$5 million; (v) Contracts each Contract that is an acquisition agreement or a divestiture agreement or agreement for the sale, lease or license of any business or properties or assets of or by the Company (by merger, purchase or sale of assets or stock) entered into since December 31, 2014 or pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand the Company is obligated as of has any outstanding obligation to pay after the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.5 million or

Material Contracts. (a) Section 5.11(a) 4.13 of the PubCo Disclosure Schedule Letter sets forth an accurate and complete a list of each of the following Contracts to which which, as of the date of this Agreement, the PubCo Entities or any Brand Company of their respective Subsidiaries is a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtainedeach, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any “PubCo Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material ContractsContract”): (i) Contracts with a customer any “material contract” (as such term is defined in Item 601(b)(10) of any Brand Company that generated net revenue for Regulation S-K of the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated SEC as determined as of the date of this Agreement Agreement, other than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to make PubCo; (ii) each Contract (A) not to (or otherwise restricting or limiting the ability of the PubCo Entities or any of their respective Subsidiaries to) compete in any line of business or geographic area or (B) to restrict the ability of the PubCo Entities or any of their respective Subsidiaries to conduct business in any geographic area; (iii) each Contract (other than any PubCo Benefit Plan) providing for or resulting in payments by the PubCo Entities or any of their respective Subsidiaries that exceeded annual payments by a PubCo Entity or any of their Subsidiaries that exceed $500,000; (iv) all Contracts granting to any Person an option or a first refusal, first offer or similar preferential right to purchase or acquire any material PubCo Assets; (v) all material Contracts (A) for the granting or receiving of a license, sublicense or franchise (in each case, including any such Contracts relating to any Intellectual Property) providing for or resulting in a payment in excess of $100,000 annually 500,000 per year or (B) providing for under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in which it is reasonably expected to pay or receive a royalty, license fee, franchise fee or similar payment in excess of cash $500,000, in each case of clause (A) and (B), other than agreements with employees, non-exclusive licenses granted to a PubCo Entity’s or its Subsidiaries’ customers and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms; (vi) all partnership, joint venture or other compensation similar agreements or benefits upon the consummation arrangements; (vii) any agreement with any director, officer or shareholder of PubCo or any Subsidiary that is required to be described under Item 404 of Regulation S-K of the Contemplated TransactionsSEC in the PubCo SEC Reports; (viii) Contracts involving any resolution agreement relating to indebtedness for borrowed money or settlement the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any actual or threatened Proceeding which involve (A) payments in excess of asset), except any such agreement with an aggregate outstanding principal amount not exceeding $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company2,000,000; (ix) any agreement for the disposition or acquisition by the PubCo Entities or any of their respective Subsidiaries, with material obligations of the PubCo Entities or any of their respective Subsidiaries (other than pursuant confidentiality obligations) remaining to be performed or material Liabilities of the Gaiam-FFL APAPubCo Entities or any of their respective Subsidiaries continuing after the date of this Agreement, Contracts for the sale of any material business or any material amount of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practicebusiness; (x) any agreement restricting or limiting the payment of dividends or the making of distributions to shareholders, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunderincluding intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; and (xxi) Contractsall material agreements with any Governmental Authority. (b) A true and complete copy of each PubCo Material Contract (including any related amendments) entered into prior to the date of this Agreement has been filed as an exhibit (by reference or otherwise) to a PubCo Annual Report on Form 20-F or disclosed by PubCo in a subsequent PubCo SEC Report or made available to the Company prior to the date of this Agreement. Each PubCo Material Contract is a valid and binding agreement of PubCo or its applicable Subsidiary, except where the failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a PubCo Material Adverse Effect. Except as would not otherwise identified abovebe material to PubCo, pursuant (i) neither PubCo or such Subsidiary nor, to which the Knowledge of PubCo, any other party, is in breach of the Brand Companies has a non-contingent obligation or default under any such PubCo Material Contract, (ii) as of the date of this Agreement Agreement, there are no material disputes with respect to make payments in excess any such PubCo Material Contract and (iii) as of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by no party under any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any PubCo Material Contract is in breach has given written notice of its intent to terminate or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become otherwise seek a default or event of default thereunder with respect material amendment to any such PubCo Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a) 3.11 of the Seller Disclosure Schedule sets forth an accurate and complete contains a list of each all Contracts referred to in clauses (i) through (xv), inclusive, of the following Contracts this Section 3.11(a) to which any Brand the Company is a party or by and which any such Brand Company and its properties and assets are bound is currently in effect (together with all Contracts under which any Brand Company has (x) acquired or obtainedeach Contract required to be disclosed hereunder, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any “Material Registered Company Intellectual Property, including the License AgreementsContract” and, collectively, the “Material Contracts”):), complete and accurate copies of which have been made available to Buyer: (i) Contracts with a customer any lease (whether of any Brand Company that generated net revenue real or personal property) providing for the Company in excess annual rentals of $1,000,000 during the 12-month period ended December 31, 201525,000 or more; (ii) Contracts pursuant to which any Brand agreement for the purchase of materials, supplies, goods, services, development, equipment or other assets providing for annual payments by the Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 201525,000 or more; (iii) any sales, partnering, development or other similar agreement providing for the sale by the Company of products, services or other assets (other than Contracts relating with the Company’s customers that are not required to be disclosed pursuant to Section 3.11(c)) that provides for either (A) annual payments to the rental Company of $25,000 or use more or (B) aggregate payments to the Company of tangible personal property, equipment, vehicles, other personal property $25,000 or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallymore; (iv) Contracts any partnership, joint venture or other similar agreement or arrangement, other than referral agreements pursuant to which the Company has not made any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical areareferral payments since July 31, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity2009; (v) Contracts pursuant any agreement relating to which the acquisition or disposition of any Brand Company has incurred any Indebtedness in excess business (whether by merger, sale of $50,000 stock, sale of assets or granted a Lien (otherwise), other than Permitted Liens) on any property the acquisition or asset disposition of any Brand Companyinventory; (vi) Contracts any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any joint ventureasset), partnership, strategic alliance, shareholdersexcept any such agreement with an aggregate outstanding principal amount not exceeding $25,000 and which may be prepaid on not more than thirty (30) calendar days’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which notice without the payment of any Brand Company either receives or makes payments in excess of $50,000 annuallypenalty; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually option, franchise or similar agreement, (B) providing for inbound license of Intellectual Property Rights or Technology to the payment Company other than Off-the-Shelf Software or (C) outbound license of cash Intellectual Property Rights, Company Software or other compensation Company Intellectual Property or benefits upon sublicense of Licensed Intellectual Property by the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than any non-exclusive outbound license of Company Software entered into in the ordinary course of business consistent with past practice; (viii) any agency, dealer, sales representative, distribution, marketing or other similar agreement involving $25,000 or more (which, in the case of referral agreements shall only include referral agreements pursuant to which payments received by the Company or paid by the Company for consideration referral fees are equal to $25,000 or more), other than instances wherein an employee of the Company acts as a sales representative; (ix) any agreement that (A) limits the freedom of the Company to compete in any line of business or against any Person or in any area or which would so limit the freedom of the Company after the Closing Date or (B) provides for pricing or other contract terms on a “most favored nations” or similar basis; (x) any agreement with (A) any Seller or the Company, (B) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of the Company, (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by any Seller or the Company or (D) any director or officer of the Company or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or officer; (xi) any indemnification agreements, other than in connection with commercial transactions or indemnification provisions in outbound licenses, in each case in the ordinary course of business; (xii) any contract with a Governmental Authority; (xiii) powers of attorney from the Company; (xiv) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder), other than those related to commercial transactions in the ordinary course of business consistent with past practice; or (xv) any other Contract not made in the ordinary course of business that is material to the Company involving payment over the life of such Contract in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement50,000. (bi) Seller has delivered or made available to Purchaser complete Each Material Contract is a valid and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) binding agreement of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally or by and (B) general principles rules of equity), and is in full force and effect. Each Brand , (ii) none of the Company has performed all obligations required or, to be performed by it to date under the Material Contracts to which it Knowledge of the Company, any other party thereto, is a party, and it is not in default or breach or default in any material respect thereunder. No other party to under the terms of any such Material Contract is in breach or default thereunder and there exists (iii) to the Knowledge of the Company, no change, event, effect, condition event or circumstance whichhas occurred that, with the giving of notice, the notice or lapse of time or the happening of any other event or conditionboth, would become a default or constitute any event of default thereunder with respect to under any Material Contract. Each Complete and accurate copies of each Material Contract have been made available to Buyer. (c) Schedule 3.11(c) sets forth the names of each customer of the Company that represents greater than 1.0% of the revenues of the Company during the year ended December 31, 2010 and during the seven-months ended July 31, 2011. Since December 31, 2010, none of the customers listed in Schedule 3.11(c) has notified the Company in writing that it is canceling, materially reducing or otherwise terminating its business with the Company or that it intends to cancel, reduce or otherwise terminate its relationship with the Company. All agreements between the Company and each such customer set forth in Section 5.11(aSchedule 3.11(c) of the Disclosure Schedule (or required shall, for all purposes pursuant to this Agreement, be deemed to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiateda “Material Contract.”

Material Contracts. (a) Section 5.11(a3.14(a) of the Company Disclosure Schedule Letter sets forth an accurate forth, as of the date of this Agreement, a true, correct and complete list of each of the following Contracts Contract to which the Company or any Brand Company of its Subsidiaries is a party or by which binds or affects their respective properties or assets, and which falls within any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or of the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):following categories: (i) Contracts with a customer “material contract” (as such term is defined in Item 601(b)(10) of any Brand Company that generated net revenue for Regulation S-K of the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015Securities Act); (ii) Contracts a Contract pursuant to which the Company or any Brand of its Subsidiaries (A) has purchased or sold during the twelve (12) months prior to the date of this Agreement goods or services that involved payments by or to the Company paid to any supplier, vendor or similar Person and its Subsidiaries in excess of $1,000,000 500,000 during such period, in each case other than purchase orders entered into in the 12-month period ended December 31Ordinary Course, 2015or (B) would reasonably be expected to (x) make or receive annual payments of more than $500,000 or (y) make or receive aggregate payments of more than $1,000,000; (iii) Contracts relating a Contract that is a license, royalty, covenant not to ▇▇▇ or similar Contract with respect to Intellectual Property (other than licenses for shrinkwrap, clickwrap, or other similar commercially available off-the-shelf software that has not been modified or customized by a third party for the rental Company or use any of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallyits Subsidiaries); (iv) Contracts pursuant a joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company in which the Company owns, directly or indirectly, any Brand voting or economic interest of 10% or more, or any interest valued at more than $500,000, without regard to percentage voting or economic interest, other than any such Contract solely between the Company is bound by any (A) covenant not to compete with any Person and its wholly-owned Subsidiaries or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacityamong the Company’s wholly-owned Subsidiaries; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness a mortgage, indenture, guarantee, loan, or credit agreement, security agreement, or other Contracts, in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts each case relating to any joint ventureindebtedness for borrowed money, partnershipwhether as borrower or lender, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated each case with an outstanding principal balance as of the date of this Agreement to make payments in excess of $100,000 annually or 500,000, other than (A) accounts receivable and accounts payable in the Ordinary Course and (B) providing intercompany loans owed by the Company or any direct or indirect wholly-owned Subsidiary of the Company to any other direct or indirect wholly-owned Subsidiary of the Company, or by any direct or indirect wholly-owned Subsidiary to the Company; (vi) a Contract that provides for the payment acquisition or disposition of cash any assets (other than acquisitions or dispositions of inventory in the Ordinary Course) or business or shares or capital stock or other compensation equity interests of any Person (in each case, whether by merger, sale shares or benefits upon of stock, sale of assets or otherwise), pursuant to which the consummation Company or any of its Subsidiaries has any liability, including any potential indemnity or earn-out or other deferred or contingent payment obligations that remain outstanding; (vii) a Contract containing a covenant that materially limits the right of the Contemplated TransactionsCompany or any of its Subsidiaries (or after the Effective Time, Parent or its Affiliates) to engage or compete in any line of business, solicit or hire any Person, or purchase, sell, supply or distribute any product or service, or that otherwise has the effect of restricting the Company or any of its Subsidiaries (or after the Effective Time, Parent or its Affiliates) from the development, manufacture, marketing or distribution of products or services in any geographic area; (viii) Contracts involving a Contract that grants any resolution exclusivity rights or settlement of “most favored nation” status (including any actual that, after the Effective Time, would bind Parent or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Companyits Affiliates); (ix) other than pursuant to a Contract with the Gaiam-FFL APA, Contracts for the sale of any of the properties Top Customers or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; andTop Suppliers; (x) Contractsa Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company or its Subsidiaries (or after the Effective Time, not Parent or its Affiliates) to own, operate, sell, transfer, pledge or otherwise identified above, dispose of any material assets or business; (xi) a Contract containing a standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of the other party or its Affiliates; (xii) a Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries would reasonably likely 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 $250,000; (xiii) a Contract between the Brand Companies has a non-contingent obligation as Company or any of its Subsidiaries and any director or officer of the date Company, any Person holding more than 5% of the capital stock of the Company, or their immediately family members; or (xiv) a Contract to which the Company or any of its Subsidiaries is a party, or by which any of them are bound, the ultimate contracting party of which is a Governmental Entity (including any subcontract with a prime contractor or other subcontractor who is a party to any such contract). Each Contract of the type described in this Agreement Section 3.14(a) whether or not set forth in Section 3.14(a) of the Company Disclosure Letter and whether or not entered into on or prior to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement, is referred to herein as a “Company Material Contract.” (b) Seller A true, complete and correct copy of each Company Material Contract has delivered or been made available to Purchaser complete and accurate copies of each written Parent prior to the date hereof. Each Company Material Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are is valid, binding and enforceable against in full force and effect with respect to the applicable Brand Company and against any of its Subsidiaries to the extent a party thereto and, to the Knowledge of the Company, each other party thereto. To the Knowledge of the Company, no Person is seeking to terminate or challenging the validity or enforceability of any Company Material Contract, except such terminations or challenges which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any of the other parties thereto has violated any provision of, or committed or failed to perform any act which (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency with or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of without notice, the lapse of time or the happening of any other event or condition, both) would become constitute a default under any provision of, and neither the Company nor any of its Subsidiaries has received written notice that it has violated or event of default thereunder with respect to defaulted under, any Company Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule , except for those violations and defaults (or required potential defaults) which have not had and would not reasonably be expected to be set forth have, individually or in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.aggregate, a Company Material Adverse Effect,

Material Contracts. (a) Section 5.11(a) of the Disclosure Schedule sets forth an accurate and complete list of each of the following Contracts to which any Brand Company is a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as As of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation Agreement, except as set forth on Section 2.16 of the Contemplated Transactions;XETA Schedule, and except for (i) this Agreement, and (ii) the XETA Employee Benefit Plans, neither XETA nor any of its subsidiaries is a party to or bound by any contract (whether written or oral) which is: (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess a loan, guarantee of $150,000 which have not yet been paid indebtedness or (B) any restrictive covenants that are currently credit agreement, note, bond, mortgage, indenture or other binding upon any Brand Company; (ix) other than pursuant commitment relating to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companiesindebtedness, other than (x) trade debt and advances incurred in the ordinary course of business consistent with past practicebusiness, for consideration (y) accounts payable and (z) intercompany loans to the subsidiaries of XETA; (B) a contract, lease or license pursuant to which XETA or any of its subsidiaries paid amounts in excess of $150,000 which were entered into 250,000 within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-12 month period following prior to the date of this Agreement; (C) a material consulting agreement; (D) any contract providing for indemnification by XETA or any of its subsidiaries that is material to XETA and its subsidiaries, taken as a whole, other than any contract providing for indemnification of customers or other persons entered into in the ordinary course of business; (E) a contract that purports to limit the right of XETA or any of its affiliates to engage or compete in any line of business in which XETA or its subsidiaries is engaged or to compete with any person or operate in any location; (F) a contract that creates a partnership, joint venture or any strategic alliance or similar arrangement that is material to XETA with respect to any portion of the business of XETA or its subsidiaries; (G) a license, franchise, distributorship or other contract or agreement which relates in whole or in part to any material Intellectual Property of or used by XETA or its subsidiaries, but excluding any commercial off the shelf software with retail value of less than $25,000 per item; (H) a contract material to XETA with any manufacturer, supplier or provider of products or services that are resold by XETA or its subsidiaries or incorporated into any XETA product that is resold by XETA or its subsidiaries to any third party; (I) a contract material to XETA providing for the development of any product, system, software, content, technology, or Intellectual Property, independently or jointly, by or for XETA or its subsidiaries, or any contract or agreement providing for the sale of customized or otherwise non-commercially available software, technology, products or services by or to XETA or its subsidiaries; (J) a contract to which XETA or any subsidiary is a party providing for future performance by XETA or such subsidiaries in consideration of amounts previously paid, excluding maintenance agreements and purchase agreements with customers entered into in the ordinary course of business; (K) a contract to provide source code which constitutes any or part of material XETA Intellectual Property to any third party for any product or technology; (L) a contract material to XETA with any distributor, reseller, original equipment manufacturer, systems integrator, sales representative, sales agency or manufacturer’s representative or otherwise, providing for the distribution or resale of any XETA product; and (M) any commitment or agreement to enter into any of the foregoing. All contracts of the type described in this Section 2.16(a) are referred to herein as the “XETA Material Contracts.” (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other Other than purchase orders) set forth on Section 5.11(a) as a result of the Disclosure Schedule expiration or termination of any XETA Material Contract in accordance with its terms and except as has not had and is not reasonably likely to have, individually or in the aggregate, a XETA Material Adverse Effect, (including all written amendmentsi) each XETA Material Contract is valid and binding on XETA and any of its subsidiaries that is a party thereto, modifications as applicable, and supplements thereto). All Material Contracts are validin full force and effect, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganizationinsolvency, insolvency moratorium, fraudulent transfer, reorganization and other laws of general applicability relating to or other Applicable Laws affecting creditors’ the rights generally or remedies of creditors and by general equitable principles of equity(whether considered in a proceeding in equity or at law), and is except that any indemnity, contribution and exoneration provisions contained therein may be limited by Applicable Law and public policy, (ii) XETA and each of its subsidiaries has in full force and effect. Each Brand Company has all material respects performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any each XETA Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving (iii) neither XETA nor any of noticeits subsidiaries has received written notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the happening part of XETA or any other event of its subsidiaries or condition, would become a default or event of default thereunder with respect to their counterparties under any such XETA Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a) As of the Disclosure Schedule sets forth an accurate and complete list date of each this Agreement, neither the Company nor any of the following Contracts to which any Brand Company its Subsidiaries is a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any Contract (Aeach Contract of the type described in this Section 4.11(a) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which the Company or any Brand Company has incurred any Indebtedness in excess of $50,000 its Subsidiaries is a party to or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated bound by as of the date of this Agreement or to which the Company or any of its Subsidiaries is a party to or bound by and that has been filed with the SEC prior to the date hereof being referred to herein as a “Material Contract”): (i) that is or will be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act and is not already so filed; (ii) that limits or purports to limit in any material respect either the type of business in which the Company or any of its Affiliates may engage or the manner or locations in which any of them may so engage in any business; (iii) that includes any “most favored nations” terms and conditions (including with respect to pricing), any exclusive dealing arrangement, any arrangement that grants any right of first refusal, right of first offer or similar right, any area of mutual interest clause or similar clause or any other term, condition or clause that, in the case of each of the foregoing, individually or in the aggregate, limits or purports to limit in any material respect the ability of the Company or any of its Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business (excluding, in respect of each of the foregoing, customary joint operating agreements); (iv) that creates a partnership (other than a Tax partnership), joint venture, strategic alliance or similar arrangement with respect to any material business or assets of the Company and its Subsidiaries, taken as a whole; (v) that obligates the Company or any of its Subsidiaries to make payments any loans, advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests not covered by a joint operating agreement or (B) any loan or capital contribution to, or investment in, (1) the Company or one of its wholly owned Subsidiaries, (2) any person (other than any officer, director or employee of the Company or any of its Subsidiaries) that is less than $25 million to such person or (3) to any officer, director or employee of the Company or any of its Subsidiaries that is less than $1 million to such officer, director or employee; (vi) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement (other than those solely between the Company and its Subsidiaries) providing for or guaranteeing indebtedness in excess of $100,000 annually 50 million individually; (vii) that is an acquisition agreement, asset purchase, stock purchase or other similar agreement pursuant to which (A) the Company reasonably expects that it or any of its Subsidiaries is required to pay total consideration (including assumption of debt) after the date of this Agreement in excess of $50 million or (B) providing for any other person has the payment right to acquire any assets of cash the Company or other compensation or benefits upon any of its Subsidiaries (or, after giving effect to the consummation of the Contemplated TransactionsOffer or the Merger, Parent or any of its Subsidiaries) or any interests therein after the date of this Agreement with a purchase price of more than $50 million; (viii) Contracts involving that is an agreement providing for the sale by the Company or any resolution or settlement of any actual or threatened Proceeding which involve its Subsidiaries of Hydrocarbons that (A) payments in excess has a remaining term of $150,000 which have greater than 60 days and does not yet been paid allow the Company or such Subsidiary to terminate it without penalty on 60 days’ notice or less or (B) contains a “take-or-pay” clause or any restrictive covenants that are currently binding upon any Brand Companysimilar 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 without then or thereafter receiving full payment therefor; (ix) that provides for a call or option on production, or acreage dedication to a gathering, transportation or other than pursuant arrangement downstream of the wellhead, covering in excess of 20 MMcf (or, in the case of liquids, in excess of 750 barrels) of the Company’s and its Subsidiaries’ Hydrocarbons per day (calculated on a yearly average basis); (x) that is a treatment, gathering, processing or transportation agreement to which the Gaiam-FFL APA, Contracts for the sale of Company or any of its Subsidiaries is a party involving the properties treatment, gathering, processing or assets transportation of more than 50 MMcf (or, in the case of liquids, in excess of 500 barrels) of Hydrocarbons per day (calculated on a yearly average basis); (xi) that is a joint development agreement, exploration agreement, participation or program agreement or similar agreement (excluding, in respect of each of the Brand Companiesforegoing, other than in customary joint operating agreements) that contractually requires the ordinary course of business consistent with past practice, for consideration Company and its Subsidiaries to make expenditures that would reasonably be expected to be in excess of $150,000 which were entered into within 100 million in the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually aggregate during the 12-month period following the date of this Agreement; (xii) that is a collective bargaining agreement; (xiii) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $50 million in any 12-month period, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of 60 days or less, and excluding joint operating agreements and production sales Contracts; (xiv) that is an Oil and Gas Lease that contains express provisions (A) obligating the Company or any Subsidiary to drill ▇▇▇▇▇, pursuant to which the Company or any Subsidiary would reasonably be expected to be required to expend $25 million on any individual Oil and Gas Lease or $200 million in the aggregate on all obligations under Oil and Gas Leases, (B) establishing bonus obligations in excess of $10 million that were not satisfied at the time of leasing or signing, (C) requiring payments or providing for a change in terms upon a change in control of the lessee or (D) providing for a fixed term, even if there is still production in paying quantities; and (xv) that is a settlement or similar agreement with any Governmental Entity or Order or consent of a Governmental Entity to which the Company or any of its Subsidiaries is subject involving future performance by the Company or any of its Subsidiaries that is or would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) Seller has delivered Except as, individually or made available in the aggregate, would not reasonably be expected to Purchaser complete be material to the Company and accurate copies of its Subsidiaries, taken as a whole, each written Material Contract (other than purchase orders) set forth on Section 5.11(a) is a valid and binding obligation of the Disclosure Schedule Company or its Subsidiaries (including all written amendments, modifications and supplements thereto). All Material Contracts to the extent they are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equitybound thereby), and is in full force and effecteffect and enforceable against the Company or its Subsidiaries and, to the Knowledge of the Company, each other party thereto, in accordance with its terms (subject to the Bankruptcy and Equity Exception). Each Brand Except for breaches, violations or defaults that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Material Contract, has performed all obligations required violated any provision of, or taken or failed to be performed by it to date take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Contracts to which it is a partyContract, and neither the Company nor any of its Subsidiaries has received written notice that it is not in breach has breached, violated or default defaulted under any Material Contract or, as of the date of this Agreement, of an intention by any counterparty (other than the Company or any of its Subsidiaries) to cancel, terminate or amend in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to not renew any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a) As of the Disclosure Schedule sets forth an accurate and complete list of each of date hereof, neither the following Contracts to which Company nor any Brand Company Subsidiary is a party to or bound by which any (such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, contracts being the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31partnership, 2015joint venture or other similar agreement or arrangement; (ii) Contracts pursuant any agreement entered into on or after January 1, 2007 relating to which the acquisition or disposition of any Brand Company paid to any suppliermaterial business (whether by merger, vendor consolidation, acquisition or similar Person in excess sale of $1,000,000 during the 12-month period ended December 31, 2015stock or assets or otherwise); (iii) Contracts relating any agreement for the purchase or sale of services (including service agreements, statements of work and similar agreements), materials, supplies, goods, equipment or other tangible or intangible assets or group of such agreements with any particular Third Party providing for, or that would reasonably be expected to result in, either (A) annual payments by or to the rental Company and its Subsidiaries of $100,000 or use more or (B) aggregate payments by or to the Company and its Subsidiaries of tangible personal property, equipment, vehicles, other personal property $500,000 or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallymore; (iv) Contracts pursuant any agreement relating to which any Brand Company is bound indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any (Aasset) covenant not to compete with any Person an aggregate committed or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacityoutstanding principal amount exceeding $100,000; (v) Contracts pursuant any agreement containing any provision or covenant limiting the ability of the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries) to which (A) sell any Brand Company has incurred services or products of or to any Indebtedness other Person or in excess any geographic region, (B) engage in any line of $50,000 business or granted a Lien (other than Permitted LiensC) on compete with or to obtain services or products from any property Person or asset limiting the ability of any Brand CompanyPerson to provide services or products to the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries); (vi) Contracts relating any agreement containing any provision or covenant that binds or purports to bind “Affiliates” of the Company or any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development Subsidiary of the Company or similar arrangement pursuant that would otherwise bind or purport to which bind Parent or any Brand of its Subsidiaries (other than the Company either receives or makes payments in excess any of $50,000 annually;its Subsidiaries) after the Closing; or (vii) Contracts any agreement providing for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make annual payments in excess of $100,000 annually or (B) providing for more or aggregate payments of $500,000 or more containing any provision pursuant to which the payment execution, delivery and performance of cash this Agreement, or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving transactions contemplated hereby, would require any resolution consent or settlement other action by any Person thereunder, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, thereunder, or cause or permit the termination, cancellation, acceleration or other change of any actual right or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid obligation or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale loss of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant benefit to which a Brand the Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which or any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreementits Subsidiaries is entitled thereunder. (b) Seller has delivered Except for breaches, violations or made available defaults which would not reasonably be expected to Purchaser complete have, individually or in the aggregate, a Material Adverse Effect, (i) each Material Contract is valid and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand effect and (ii) neither the Company has performed all obligations required nor any of its Subsidiaries, nor to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in Company’s knowledge any material respect thereunder. No other party to any Material Contract is in breach Contract, has violated any provision of, or default thereunder and there exists no change, event, effect, condition or circumstance taken any action which, with the giving of or without notice, the lapse of time time, or the happening of any other event or conditionboth, would become constitute a default under the provisions of such Material Contract, and neither the Company nor any of its Subsidiaries has received notice that it has breached, violated or event of default thereunder with respect to defaulted under, or providing for the termination of, any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a3.20(a) of the Company Disclosure Schedule Letter sets forth an accurate forth, as of the date of this Agreement, a correct and complete list of each of the following types of Contracts to which the Company, any Brand Company Sharing Company (to the extent applicable) or any of their respective Subsidiaries is a party party, or by which any such Brand Company and its of their respective properties and or assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):bound: (i) Contracts each Contract that, (A) limits or restricts the Company, any Company Sharing Company or any of their Subsidiaries from competing in any line of business or with any Person in any geographic region, (B) contains exclusivity obligations or restrictions binding on the Company, any Company Sharing Company or any of their respective Subsidiaries, (C) requires the Company, any Sharing Company or any of their respective Subsidiaries to conduct any business on a customer “most favored nations” basis with any third party or (D) provides for rights of first refusal or offer or any similar requirement or right in favor of any Brand Company third party in respect of a Minority Investment Entity, in each case, that generated net revenue for is material to the Company in excess of $1,000,000 during the 12-month period ended December 31and its Subsidiaries, 2015taken as a whole; (ii) Contracts pursuant to which any Brand Company paid to any suppliereach Contract that is a joint venture, vendor partnership, limited liability company or similar Person in excess of $1,000,000 during agreement that is material to the 12-month period ended December 31Company and its Subsidiaries, 2015taken as a whole; (iii) Contracts each Contract that is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and its wholly owned Subsidiaries) relating to the rental or use indebtedness for borrowed money in an amount in excess of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually10 million individually; (iv) Contracts pursuant each Contract with respect to which any Brand an interest, rate, currency or other swap or derivative transaction (other than those between the Company is bound by any (Aand its Subsidiaries) covenant not to compete with any Person or a fair value in any geographical area, (B) covenant not to engage in a specific line excess of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity$5 million; (v) Contracts each Contract that is an acquisition agreement or a divestiture agreement or agreement for the sale, lease or license of any business or properties or assets of or by the Company (by merger, purchase or sale of assets or stock) entered into since December 31, 2014 or pursuant to which any Brand (A) the Company has incurred any Indebtedness outstanding obligation to pay after the date of this Agreement consideration in excess of $50,000 5 million or granted (B) any other Person has the right to acquire any assets of the Company or any of its Subsidiaries after the date of this Agreement with a Lien fair market value or purchase price of more than $5 million, excluding, in each case, (x) any Contract relating to Program Rights and (y) acquisitions or dispositions of supplies, inventory or products in connection with the conduct of the Company’s and its Subsidiaries’ business or of supplies, inventory, products, equipment, properties or other than Permitted Liens) on any property assets that are obsolete, worn out, surplus or asset no longer used or useful in the conduct of any Brand Companybusiness of the Company or its Subsidiaries; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement each Contract pursuant to which the Company or any Brand Company either receives of its Subsidiaries has continuing “earn-out” or makes similar obligations that could result in payments in excess of $50,000 annually;5 million; in the aggregate (vii) Contracts for any Contract relating to Program Rights under which it would reasonably be expected that the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to and its Subsidiaries would make annual payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions5 million per year; (viii) Contracts involving any resolution network affiliation Contract or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Companysimilar Contract; (ix) any Contract relating to cable or satellite transmission or retransmission with MVPDs that reported more than 50,000 paid subscribers to the Company, any Company Sharing Company or any of their respective Subsidiaries for March 2017 with respect to either (A) the Company’s WGN America cable service or (B) at least one Company Station; (x) any Contract that is a Sharing Agreement and any related option agreement (other than pursuant those among the Company and its Subsidiaries); (xi) any Contract that is a channel sharing agreement with a third party or parties with respect to the Gaiam-FFL APA, Contracts sharing of spectrum for the sale operation of two or more separately owned television stations; (xii) [reserved]; (xiii) any material Contract with a Governmental Authority (other than as disclosed on Section 3.12 of the Company Disclosure Letter); (xiv) any material collective bargaining agreement or other material Contract with any labor organization; (xv) any Contract not terminable at will by the Company or its Subsidiary for the employment of any of executive officer or individual employee at the properties vice president level or assets of the Brand Companiesabove on a full-time, other than in the ordinary course of business consistent part-time or consulting basis with past practice, for consideration base compensation in excess of $150,000 which were entered into within the last twenty-four 350,000; (24xvi) months and any Contract (other than those for Program Rights) pursuant to which the Company or any of its Subsidiaries has sold or traded commercial air time in consideration for property or services with a Brand value in excess of $500,000 in lieu of or in addition to cash; (xvii) each Contract that is required to be filed by the Company has any ongoing obligations thereunderas a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; and (xxviii) Contracts, any Contract not otherwise identified abovedisclosed in Section 3.20 of the Company Disclosure Letter (other than those for Program Rights) under which as of December 31, pursuant 2016, it was reasonably expected that the Company and its Subsidiaries would receive or make payments of $3 million or more during calendar year 2017, except for those Contracts that can be cancelled by any party thereto without cause on less than 90 days’ notice. Each Contract of the type described in clauses (i) through (xviii) is referred to herein as a “Company Material Contract”. (b) Except for any Company Material Contract that has terminated or expired in accordance with its terms and except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Material Contract is valid and binding and in full force and effect and, to the Knowledge of the Company, enforceable against the other party or parties thereto in accordance with its terms, subject to the Enforceability Exceptions. Except for breaches, violations or defaults which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor to the Brand Companies has a non-contingent obligation as Knowledge of the date Company any other party to a Company Material Contract, is in violation of this Agreement or in default under any provision of such Company Material Contract. True and complete copies of the Company Material Contracts and any material amendments thereto have been made available to make payments in excess of $150,000 individually during the 12-month period following Parent prior to the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a) of the Disclosure Except as disclosed in Schedule sets forth an accurate and complete list of each of the following Contracts to which any Brand Company 3.10, ILDC is not a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):by: (i) Contracts with a customer any lease (whether of real or personal property), other than leases which in the aggregate provide for annual payments of less than $50,000; (ii) any Brand Company that generated net revenue agreement for the Company purchase of materials, supplies, goods, services, equipment or other assets that will continue in effect after the Closing other than such agreements which in the aggregate provide for payments of less than $50,000; (iii)any sales, distribution or other similar agreements providing for the sale by ILDC or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that will continue in effect after the Closing involving payments in the aggregate in excess of $1,000,000 during 25,000; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the 12-month period ended December 31acquisition or disposition of any business (whether by merger, 2015; sale of stock, sale of assets or otherwise); (iivi) Contracts pursuant any agreement relating to which indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any Brand Company paid to any supplierasset); (vii)any license, vendor franchise or similar Person agreement other than licenses, franchises or agreements which in the aggregate provide for payments of less than $50,000; (viii) any agency, dealer, sales representative, marketing or other similar agreements that will continue in effect after the Closing involving payments in excess of $1,000,000 during 25,000; (ix) any agreement that limits the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental freedom of ILDC or use any of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not its Subsidiaries to compete in any line of business or with any Person or in any geographical areaarea or which would so limit the freedom of ILDC or any of its Subsidiaries after the Closing Date; (x) any material agreement with: (A) any Stockholder or any of its Affiliates, (B) covenant not any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to engage in a specific line of businessvote by ILDC, or (C) covenant not to use, exploit any director or enforce officer of ILDC or any Company Intellectual Property of its Affiliates or any "associates" or members of the "immediate family" (as such terms are respectively defined in any capacity; (vRule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development such director or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.or

Material Contracts. (a) Except for this Agreement or as set forth in Section 5.11(a) 3.17 of the Company Disclosure Schedule sets forth an accurate Schedules, and complete list other than any Company Plans, as of the Agreement Date, none of the Company or any of the Company Subsidiaries is a party to or bound by (each of the following Contracts to which any Brand Company is a party or by which any such Brand Company and its properties and assets are bound (following, together with all Contracts under which any Brand the engagement letters set forth on Section 3.8 of the Company has (x) acquired or obtainedDisclosure Schedules, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any “Company Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material ContractsContract”): (i) Contracts with a customer of any Brand Company Contract that generated net revenue for would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described in excess of $1,000,000 during the 12-month period ended December 31, 2015Item 601(b)(10)(iii); (ii) Contracts pursuant any Contract with a related person (as defined in Item 404 of Regulation S-K of the Securities Act) that would be required to which any Brand be disclosed in the Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015SEC Reports but has not been disclosed; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment that contains a put, call, right of annual rental sums less than $150,000 annuallyfirst refusal or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, or offer for purchase or sale of any business, stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (iv) Contracts pursuant any Contract relating to which any Brand Company is bound by any (A) covenant not to compete with any Person the borrowing or in any geographical area, (B) covenant not to engage in a specific line lending of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 (whether incurred, assumed, guaranteed or granted a Lien (other than Permitted Liens) on secured by any property or asset of any Brand Companyasset); (viv) Contracts relating to any joint ventureContract that is a settlement, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development conciliation or similar arrangement agreement between the Company or any Company Subsidiary and any Governmental Authority pursuant to which any Brand the Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand a Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of Subsidiary will be required after the date of this Agreement to make payments pay any material monetary obligations; (vi) any Contract between the Company or any Company Subsidiary, on the one hand, and any third Person, on the other hand (A) materially limiting the freedom or right of the Company or any Company Subsidiary (or, following the Closing, Parent or any of its Affiliates) to engage in any line of business or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by the Company or any Company Subsidiary, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of the Company or any Company Subsidiary to solicit, sell, distribute or manufacture any products or services or any technology or other assets to or for any other Person; (vii) any Contract between the Company or any Company Subsidiary and a third Person (A) relating to the disposition of any assets or business of the Company and the Company Subsidiaries with a fair market value in excess of $100,000 annually 50,000 or (B) providing for relating to the payment acquisition of cash any assets or business of, or ownership interests in, any third Person with a fair market value in excess of $50,000, in each case of clauses (A) and (B), whether by merger, sale of stock or assets or otherwise, and that contains continuing indemnities or other compensation material obligations or benefits upon any continuing “earn-out” or other contingent payment obligation on the consummation part of the Contemplated Transactions;Company or any Company Subsidiary; (viii) Contracts involving any resolution Contract between the Company or settlement of any actual Company Subsidiary and any third Person that establishes a joint venture, partnership or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company;limited liability company; (ix) any Contract that by its express terms requires the Company or any Company Subsidiary, or any successor to, or acquirer of, the Company or any Company Subsidiary, to make any material payment to another Person as a result of a change of control of the Company or any such Company Subsidiary (a “Change of Control Payment”) or gives another Person a right to receive or elect to receive a Change of Control Payment; (x) any Contract that prohibits the declaration or payment of dividends or distributions in respect of the capital stock of the Company or any Company Subsidiary, the pledging of the capital stock or other than pursuant to equity interests of the Gaiam-FFL APA, Contracts for Company or any Company Subsidiary or the sale issuance of any of guaranty by the properties Company or assets of the Brand Companies, other than any Company Subsidiary; (xi) any Contract (excluding in each case Contracts entered into in the ordinary course of business consistent with past practicepractice and agreements with employees or independent contractors) pursuant to which (a) both (i) the Company or any Company Subsidiary is granted a license to, including any covenant not to sue under, any material Intellectual Property Right owned by any third party that is necessary for consideration or used by the Company or any Company Subsidiary in their respective businesses as currently conducted, and (ii) that requires by its terms or is reasonably expected to require the payment or delivery by the Company or any Company Subsidiary in an amount having an expected value in excess of $150,000 which were entered into within 50,000 in the last twenty-four fiscal year ending December 31, 2024, or (24b) months both (i) the Company or any Company Subsidiary grants a third party a license to, including any covenant not to sue under, any material Company Intellectual Property and pursuant (ii) that requires by its terms or is reasonably expected to which a Brand require the payment or delivery by the counterparty thereto of cash or other consideration to the Company has or any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments Company Subsidiary in an amount having an expected value in excess of $150,000 individually during 50,000 in the 12-month period following fiscal year ending December 31, 2024; (xii) any CBAs; (xiii) any Contract with any supplier that involved the payment of more than $50,000 in the Company’s last fiscal year; (xiv) any material Contract with any university or other academic institution, research center, international organization or Governmental Authority having an expected value in excess of $50,000 in the fiscal year ending December 31, 2024, or in any single fiscal year thereafter, other than any sponsored research agreements, clinical trial site agreements, material transfer agreements, sponsorship agreements or grant agreements entered into in the ordinary course of business; (xv) any Contract that indemnifies any director or executive officer of the Company or any Company Subsidiary (other than any indemnification provisions set forth in the certificate of incorporation or bylaws or comparable governing documents of the Company or any Company Subsidiary or Contracts entered into on substantially the same form as the Company’s standard forms previously made available to Parent); or (xvi) any Contract that requires any capital commitment or capital expenditure (or series of capital expenditures) by the Company or any Company Subsidiary after the date hereof in an amount in excess of this Agreement$50,000 in the aggregate. (b) Seller has delivered or made available to Purchaser complete and accurate copies Each of each written Company Material Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it represents a valid and binding obligation of the Company or a Company Subsidiary, enforceable in accordance with its terms against the Company or the Company Subsidiary (as the case may be) and, to the Knowledge of the Company, any other party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is not considered in a proceeding in Law or equity). Neither the Company nor any Company Subsidiary is in material breach of or default in default, with or without notice, lapse of time or both, under any material respect thereunder. No Company Material Contract, nor, to the Company’s Knowledge, is any other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any such Company Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a) of Except for agreements, contracts, plans, leases, arrangements or commitments disclosed in SCHEDULE 3.12 or any other schedule to this Agreement, the Disclosure Schedule sets forth an accurate and complete list of each of the following Contracts to which any Brand Company is not a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):subject to: (i) Contracts with a customer of any Brand Company that generated net revenue lease providing for the Company in excess annual rentals of $1,000,000 during the 12-month period ended December 31, 201510,000 or more; (ii) Contracts pursuant to which any Brand contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 201510,000 or more; (iii) Contracts relating any sales, distribution or other similar agreement providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments in 1998 or thereafter to the rental Company of $25,000 or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallymore; (iv) Contracts pursuant any partnership, joint venture or other similar contract, arrangement or agreement; (v) any contract relating to which any Brand Company is bound indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except contracts relating to indebtedness incurred in the ordinary course of business in an amount not exceeding $5,000; (Avi) covenant not any license agreement, franchise agreement or agreement in respect of similar rights granted to or held by the Company; (vii) any agency, dealer, sales representative or other similar agreement; (viii) any contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit area or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for would so limit the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as freedom of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for Company after the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company;Closing Date; or (ix) any other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties contract or assets of the Brand Companies, other than commitment not made in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within that is material to the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this AgreementCompany. (b) Seller has delivered Each agreement, contract, plan, lease, arrangement and commitment disclosed in any schedule to this Agreement or made available required to Purchaser complete be disclosed pursuant to Section 3.12(a) is a valid and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) binding agreement of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to , except as may be performed limited by it to date under the Material Contracts to which it is a partybankruptcy and other laws affecting creditors' rights generally, and it by general principles of equity (whether considered in a proceeding in equity or at law), and neither the Company nor, to the knowledge of the Company and Sellers, any other party thereto is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with under the giving of notice, the lapse of time or the happening terms of any other event such agreement, contract, plan, lease, arrangement or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedcommitment.

Material Contracts. (a) Section 5.11(a) Except as disclosed in Schedule 4.11, neither the Company nor any Subsidiary is a party to or bound by and none of the Disclosure Schedule sets forth an accurate and complete list assets of each the Company or any Subsidiary is covered by or subject to any of the following Contracts to which any Brand Company is a party (whether oral or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”written): (i) Contracts with a customer any lease (whether of any Brand Company that generated net revenue real or personal property) providing for the Company in excess annual rentals of $1,000,000 during the 12-month period ended December 31, 201550,000 or more; (ii) Contracts pursuant to which any Brand agreement for the purchase of materials, software, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Company paid to any supplier, vendor or similar Person in excess and the Subsidiaries of $1,000,000 during 50,000 or more or (B) aggregate payments by the 12-month period ended December 31, 2015Company and the Subsidiaries of $50,000 or more; (iii) Contracts relating any sales, distribution or other similar agreement providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments to the rental Company and the Subsidiaries of $50,000 or use more or (B) aggregate payments to the Company and the Subsidiaries of tangible personal property, equipment, vehicles, other personal property $50,000 or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallymore; (iv) Contracts pursuant any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to which the acquisition or disposition of any Brand Company is bound business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $50,000 and which may be prepaid on not more than 30 days notice without the payment of any penalty; (Avii) covenant not any option, license, franchise or similar agreement; (viii) any agency, dealer, sales representative, marketing or other similar agreement; (ix) any agreement that limits the freedom of the Company or any Subsidiary to compete in any line of business or with any Person or in any geographical areaarea or which would so limit the freedom of the Company or any Subsidiary after the Closing Date; (x) any agreement with (A) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of the Company or any of its Affiliates, (B) covenant not any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to engage in a specific line vote by the Company or any of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacityits Affiliates; (vxi) Contracts pursuant to which any Brand agreement with any director or officer of the Company has incurred or any Indebtedness Subsidiary or with any "associate" or any member of the "immediate family" (as such terms are respectively defined in excess Rules 12b-2 and 16a-1 of $50,000 or granted a Lien (other than Permitted Liensthe Exchange Act) on any property or asset of any Brand Company;such director or officer; or (vixii) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ other agreement, co-marketingcommitment, co-promotion, co-packaging, joint development arrangement or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have plan not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than made in the ordinary course of business consistent with past practicethat is material to the Company and the Subsidiaries, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which taken as a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this Agreementwhole. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) Except as set forth on Section 5.11(ain section 4.11(b) of Schedule 4.11, each agreement, contract, plan, lease, arrangement or commitment disclosed in any Schedule to this Agreement or required to be disclosed pursuant to this Section 4.11 is a valid and binding agreement of the Disclosure Schedule (including all written amendmentsCompany or a Subsidiary, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof case may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity)be, and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it none of the Company, any Subsidiary or, to the knowledge of the Company, any other party thereto is not in default or breach or default in any material respect thereunder. No other party under the terms of any such agreement, contract, plan, lease, arrangement or commitment, and, to any Material Contract is in breach or default thereunder and there exists the knowledge of the Company, no change, event, effect, condition event or circumstance whichhas occurred that, with the giving of notice, the notice or lapse of time or the happening of any other event or conditionboth, would become a default or constitute any event of default thereunder with respect thereunder. True and complete copies of each such agreement, contract, plan, lease, arrangement or commitment have been delivered to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedBuyer.

Material Contracts. (a) Section 5.11(a) Seller has made available to Buyer for inspection true and complete copies of all Material Agreements. Schedule 2.10 of the Disclosure Schedule Letter sets forth an accurate and complete a list of each of the following Contracts contracts to which any Brand Transferred Company is a party or by which any such Brand Company and its properties and assets Assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement (excluding insurance policies, it being understood and agreed that from and after the Closing, the Transferred Companies shall cease to make payments in excess of $100,000 annually or be insured under such policies) (Bcollectively, the “Material Agreements”): (a) providing for the payment of cash or other compensation or benefits upon the consummation any Contract pursuant to which Indebtedness of the Contemplated TransactionsTransferred Company has been incurred, other than Seller’s group wide debt facilities under which the Transferred Companies will have no obligations following the Closing; (viiib) Contracts involving any resolution obligation to make payments, contingent or settlement otherwise, arising out of the prior acquisition of the Assets or businesses of other Persons (other than accounts payable constituting current liabilities); (c) any Contract containing (x) non-competition covenants or (y) other covenants restricting the current or future development, manufacture, marketing or distribution of the products and services of any actual Transferred Company (other than, in the case of clause (y), confidentiality, employment, management, consulting and other similar agreements entered into in the Ordinary Course of Business and those contained in license, distribution, toll manufacturing and similar agreements, in each case which are not material); (d) any lease, sublease or threatened Proceeding similar Contract with any Person (other than a Transferred Company) under which involve any Transferred Company is a lessor or sublessor of, or otherwise grants any interest to any Person (other than a Transferred Company) in any Owned Property or any Leased Property; (e) lease, sublease or similar Contract with any Person (other than a Transferred Company) under which (A) payments in excess of $150,000 which have not yet been paid any Transferred Company is lessee or sublessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person or (B) any restrictive covenants that are currently binding upon Transferred Company is a lessor or sublessor of, or makes available for use by any Brand Person, any tangible personal property owned or leased by any Transferred Company, in any such case which has an aggregate future liability or receivable, as the case may be, in excess of U.S. $50,000; (ixf) (A) continuing Contract for the future purchase of materials, supplies or equipment, or (B) management, service, consulting or other similar Contract in any such case which has an aggregate future liability to any Person (other than pursuant a Transferred Company) in excess of U.S. $50,000 and which is not terminable by the relevant Transferred Company on 180 days (or less) notice; (g) Contract under which any Transferred Company has made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than a Transferred Company and other than extensions of trade credit in the Ordinary Course of Business); (h) Contract granting a Lien upon any Intellectual Property or any other material Asset of any Transferred Company (other than a Permitted Lien); (i) Contract entered into outside the Ordinary Course of Business providing for indemnification of any Person with respect to the Gaiam-FFL APA, Contracts material Liabilities relating to any current or former business of any Transferred Company or any predecessor Person; (j) Contract for the sale of any material Asset of the properties or assets of the Brand Companies, any Transferred Company (other than inventory sales in the ordinary course Ordinary Course of business consistent with past practiceBusiness) or the grant of any preferential rights to purchase any such material Asset; (k) hedging agreement (such as a currency exchange, interest rate exchange, commodity exchange or similar Contract) that will be binding on a Transferred Company after the Closing; (l) Contract for consideration in excess of $150,000 which were entered into within the last twenty-four any joint venture, partnership or similar arrangement; (24m) months and Contract pursuant to which a Brand Transferred Company has is the licensee or licensor of material Intellectual Property or otherwise granted any ongoing obligations thereunderright, title or interest in, to or under any material Intellectual Property; and (xn) ContractsContract providing for the services of any dealer, not otherwise identified abovedistributor, pursuant to which any sales representative, franchisee or similar representative involving the payment or receipt over the life of such Contract following the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments Closing in excess of U.S. $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited 50,000 by any applicable bankruptcyTransferred Company. Neither any Transferred Company nor, reorganizationto the Knowledge of Seller, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract Agreement is in material breach or default thereunder of or under any such Material Agreement, and there exists to the Seller’s Knowledge no change, event, effect, condition or circumstance which, event has occurred that with the giving of notice, the lapse of time or the happening giving of notice, or both, would constitute a material breach or default of any other event party thereto. Each Material Agreement is in all material respects a valid and binding obligation of each of the parties thereto and are enforceable against such parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conditionsimilar Laws affecting creditors’ rights generally. The execution, would become a default delivery and performance by Seller of this Agreement and the Ancillary Agreements to be executed and delivered by Seller or event any of default thereunder its Affiliates, and the consummation of the transactions contemplated hereby and thereby by Seller and its Affiliates, do not and will not, in any material respect, conflict with, result in the modification or cancellation of, render unenforceable, or give rise to any right of termination in respect of (with due notice or lapse of time or both) any Material Agreement. As of the date of this Agreement, no party to any of the Material Agreements has exercised any termination rights with respect thereto, and to the Knowledge of Seller no party has given notice of any material dispute with respect to any Material ContractAgreements. Each Material Contract set forth in Section 5.11(a) Seller has made available to Buyer true, correct and complete copies of all of the Disclosure Schedule Material Agreements, together with all amendments, modifications or supplements thereto. The Transferred Companies are not party to any Contract (other than this Agreement, Benefit Plans, Contracts relating to employment or required to be set forth termination of employment and Contracts that will not remain in Section 5.11(aeffect following the Closing) with (A) any Rockwood Seller or any Affiliate of the Disclosure Scheduleany Rockwood Seller (other than a Transferred Company) has not been terminated or been repudiated(B) any current or former officer, employee or director of any Transferred Company, any Rockwood Seller or any Affiliate of any Rockwood Seller.

Material Contracts. (a) Except for this Agreement or as set forth on Section 5.11(a3.09(a) of the Company Disclosure Schedule sets forth an accurate and complete list Schedule, neither the Company nor any of each of the following Contracts to which any Brand Company its Subsidiaries is a party to or bound by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired Contract whether written or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):oral: (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015current Key Personnel; (ii) Contracts pursuant to which with any Brand labor union or association representing any employee of the Company paid to or any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015its Subsidiaries and any collective bargaining agreement; (iii) Contracts relating to that is a “material contract” (as such term is defined in Item 601(b) (10) of Regulation S-K of the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallySEC not otherwise listed on the Company Disclosure Schedule); (iv) Contracts pursuant to which any Brand Company that is bound by any (A) covenant not to compete with any Person a partnership or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacityjoint-venture agreement; (v) Contracts pursuant relating to which the borrowing of money (including any Brand Company has incurred any Indebtedness guarantee thereto) or that is a mortgage, security agreement, capital lease or similar agreements, in each case in excess of $50,000 100,000 or granted that creates a Lien (other than Permitted Liens) on any property or material asset of the Company or any Brand Companyof its Subsidiaries; (vi) Contracts relating that limits or purports to limit the ability of the Company or any joint ventureof its Affiliates to compete or engage in any line of business, partnershipin any geographic area or with any person, strategic allianceexcept for certain radius restrictions or use restrictions that may be contained in deeds, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development leases or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts agreements for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants individual restaurant locations that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than were granted in the ordinary course of business consistent with past practice; (vii) for the license or sublicense of any Intellectual Property or other intangible asset (whether as a licensor or a licensee), that provides for consideration payment of $25,000 or more per year; (viii) constituting a franchise agreement or a franchise related development agreement; (ix) relating to the sale of any of the assets or properties of the Company or any of its Subsidiaries other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any of such assets or properties, except for rights of repurchase or recapture rights or rights of first refusal that may be contained in deeds, leases, or similar agreements for individual restaurant locations that were granted pursuant to, or in connection with, real estate Contracts entered into by the Company in the ordinary course of business consistent with past practice; (x) relating to the acquisition by the Company or any of its Subsidiaries of any operating business or the capital stock of any other person; (xi) requiring the payment to any person of a commission or fee, except in the ordinary course of business consistent with past practices; (xii) with suppliers of any goods and services that provides for payment of $100,000 or more per year; (xiii) relating to restaurant services, management, or similar agreement with total payments by the Company or any of its Subsidiaries in excess of $150,000 100,000 per year; (xiv) in the case of a Company Benefit Plan, that provides any benefits which were entered into within will be increased, or the last twenty-four vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (24xv) months that are insurance policies providing for indemnification of any officer or director of the Company or any of its Subsidiaries, other than the Company Articles, Company Bylaws and pursuant other organizational documents, as currently in effect, of the Company and each of its Subsidiaries; (xvi) that is an advertising or a marketing contract other than media contracts purchased in the ordinary course of business or that provides for payments in excess of $25,000 per year; (xvii) that constitutes a Tip Rate Alternative Commitment Agreement (“TRAC Agreement”) with the Internal Revenue Service; (xviii) other than those types of Contracts listed in clauses (i) to which a Brand (xvii) above, those that involve payments by the Company has or any ongoing obligations thereunderof its Subsidiaries in excess of $25,000 per year, in each case that are not terminable without premium or penalty on 90 days’ or less notice; and (xxix) Contractsthat would prevent, not otherwise identified above, pursuant to which materially delay or materially impede the consummation of any of the Brand Companies has transactions contemplated by this Agreement. All Contracts of the types described in this Section 3.09 shall be collectively referred to herein as the “Material Contracts.” (b) Section 3.09(a) of the Company Disclosure Schedule sets forth a non-contingent obligation list of all Material Contracts as of the date of this Agreement Agreement, except that with respect to make payments current and former agreements and arrangements with wholesalers or distributors covered by subsections 3.09(a)(vi), (viii) and (xviii), Material Contracts have been listed in excess Section 3.09(a) of $150,000 individually during the 12-month period following the date Company Disclosure Schedule and true and complete copies of this Agreement. (b) Seller has all such written agreements have been delivered or made available to Purchaser complete Parent and accurate copies Merger Sub for all wholesalers and distributors that purchased alcoholic beverages from the Company and its Subsidiaries during 2007 or 2008 and all such other Material Contracts known to the Company after good faith effort to identify the same. Each such Material Contract is valid and in full force and effect and enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of each written Contract creditors generally and to general principles of equity (other than purchase orders) set forth on Section 5.11(a) regardless of the Disclosure Schedule (including all written amendments, modifications and supplements theretowhether considered in a proceeding in equity or at law). All Neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any counterparty to any Material Contracts are validContract, binding and enforceable against has violated or is alleged to have violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the applicable Brand Company and against the other parties thereto (provisions of any Material Contract, except in each case as for those violations and defaults which, individually or in the enforceability thereof may aggregate, has not had and would not reasonably be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles expected to have a Material Adverse Effect. True and complete copies of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the written Material Contracts have been delivered or made available to which it is a partyParent and Merger Sub, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in except as provided for herein. (c) Section 5.11(a3.09(c) of the Company Disclosure Schedule sets forth the true and correct amounts of Earn Out Payments (as defined in the PBC Asset Purchase Agreement) paid by the Company or required to be set forth its Subsidiaries in Section 5.11(a) each of calendar years 2004, 2005, 2006 and 2007 under the Asset Purchase Agreement (the “PBC Asset Purchase Agreement”), dated January 26, 2004, by and between Portland Brewing Company and the Company. Based on current production projections and reasonable forecasts of the Disclosure ScheduleCompany, neither the Company nor any of its Subsidiaries will be obligated to pay any Earn Out Payments for Earn Out Product (as defined in the PBC Asset Purchase Agreement) has not been terminated or been repudiatedsold during the calendar year 2008.

Material Contracts. (a) Except for agreements, contracts, plans, leases, arrangements or commitments set forth in Section 5.11(a) 3.11 of the Seller Disclosure Schedule sets forth an accurate and complete list of each of Schedule, with respect to the following Contracts to which Business, neither Seller nor any Brand Company predecessor is a party to or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):subject to: (i) Contracts with a customer of any Brand Company that generated net revenue Any lease providing for the Company in excess annual rentals of $1,000,000 during the 12-month period ended December 31, 20151,000 or more; (ii) Contracts pursuant to which any Brand Company paid to any supplierAny contract for the purchase of materials, vendor supplies, goods, services, equipment or similar Person in excess other assets providing for annual payments of $1,000,000 during the 12-month period ended December 31, 20151,000 or more; (iii) Contracts relating to Any sales, distribution or other similar agreement providing for the rental sale of materials, supplies, goods, services, equipment or use other assets that provides for annual payments of tangible personal property, equipment, vehicles, other personal property $1,000 or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallymore; (iv) Contracts pursuant Any partnership, joint venture or other similar contract or arrangement; (v) Any contract relating to which any Brand Company is bound indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except contracts relating to indebtedness incurred in the ordinary course of business in an amount not exceeding $1,000; (Avi) covenant not Any license agreement, franchise agreement or agreement in respect of similar rights granted to or held by Seller or any predecessor; (vii) Any agency, dealer, reseller, sales representative or similar agreement; (viii) Any agreement, contract or commitment that substantially limits the freedom of Seller or any predecessor to compete in any line of business or with any Person or in any geographical areaarea or to own, (B) covenant not to engage in a specific line operate, sell, transfer, pledge or otherwise dispose of business, (C) covenant not to use, exploit or enforce encumber any Company Intellectual Property in any capacity; (v) Contracts pursuant to Purchased Asset or which any Brand Company has incurred any Indebtedness in excess would so limit the freedom of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for Buyer after the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand CompanyClosing Date; (ix) other than pursuant Any agreement, contract or commitment which is or relates to the Gaiam-FFL APA, Contracts an agreement with or for the sale benefit of any affiliate of the properties Seller; or (x) Any other contract or assets of the Brand Companies, other than commitment not made in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within that is material to the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this AgreementBusiness. (b) Seller has delivered provided or otherwise made available to Purchaser Buyer complete and accurate copies of each written Contract all standard form agreements used by the Seller or any predecessor that relate to the Purchased Assets, including all customer agreements, development agreements, distributor or reseller agreements, employee agreements containing intellectual property assignments or licenses or confidentiality provisions, consulting or independent contractor agreements containing intellectual property assignments or licenses or confidentiality provisions, and confidentiality or nondisclosure agreements. Schedule 3.11 of the Seller Disclosure Schedule sets forth a complete and accurate list of all Contracts entered into by the Seller or any predecessor that include deviations from such standard form agreements. (other than purchase ordersc) set forth Each agreement, contract, plan, lease, arrangement and commitment required to be disclosed on Section 5.11(a) 3.11 of the Seller Disclosure Schedule (including all written amendments, modifications is a valid and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles agreement of equity), Seller and is in full force and effect, and neither Seller nor any other party thereto is in default in any material respect under the terms of any such agreement, contract, plan, lease, arrangement or commitment, nor to the knowledge of Seller, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. Each Brand Company has Except as set forth on Section 3.11 of the Seller Disclosure Schedule, Seller and its predecessors have performed all obligations required to be performed by it under each Contract prior to date under the Material Contracts to which it is a partyClosing. (d) Except as set forth on Section 3.11 of the Seller Disclosure Schedule, and it is (i) the consummation of the transactions contemplated hereby will not in breach or default in afford any material respect thereunder. No other party the right to terminate, modify, or exercise any Material right to increased or accelerated performance under, any Contract is and (ii) none of the Contracts (A) contains a provision preventing, prohibiting or requiring any consent or notice in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, connection with the giving transfer or assignment of notice, such Contract to Buyer or (B) contains a “change of control” or similar provision triggered by the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) consummation of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedtransactions contemplated hereby.

Material Contracts. (a) Section 5.11(a2.8(a) of the Seller Disclosure Schedule sets forth an accurate and complete list Letter lists, as of each of the date hereof, the following Contracts primarily related to or otherwise material to the operation of the Business to which Sellers or any Brand Company of their Controlled Affiliates is a party and which have not been entirely fulfilled or by which performed as of the date hereof, except for (v) this Agreement, (w) any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has Benefit Plan, (x) acquired or obtainedDivided Commingled Contracts, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted Contracts related to services to be performed under the Transitional Services Agreement and (z) any Person any licensepurchase orders, permission invoices or other right to utilize any Material Registered Company Intellectual Property, including similar Contracts entered into or received in the License Agreements, Ordinary Course of Business (collectively, the “Material Contracts”): (i) Contracts any Contract relating to any incurrence, assumption or guarantee of Indebtedness for borrowed money by any Transferred Subsidiary or, with respect to the Business, Sellers or any of their Controlled Affiliates (as applicable) in excess of $500,000; (ii) any joint venture agreement or partnership agreement or other similar Contract memorializing any joint venture or partnership between the Business and a customer third party; (iii) any Contract relating to the acquisition or disposition of any Brand Company that generated net revenue business, capital stock or other equity securities or assets of any Person (whether by merger, consolidation or other business combination, sale of stock or other securities, sale of assets or otherwise) entered into during the past five (5) years or under which the Business has any continuing obligation; (iv) any Contract providing for payments by or to the Company Business estimated or projected by Sellers, in good faith, to be in excess of $1,000,000 during per annum, or $5,000,000 over the 12-month period ended December 31, 2015life of such Contract; (iiv) Contracts pursuant to which any Brand Company paid to any supplierContract that contains exclusivity obligations, vendor right of first refusal or similar Person in excess right of $1,000,000 during first offer, most favored nation obligations, “take or pay” obligations, or non-competition obligations or restrictions binding on the 12-month period ended December 31, 2015Business; (iiivi) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any containing covenants that (A) covenant not restrict or purport to restrict the Business (or any of the owners thereof or their respective Affiliates) from any solicitation, hiring or engagement of any Person or the solicitation of any customer or (B) limit or purport to limit the freedom of any the Business (or any of the owners thereof or their respective Affiliates) to engage in any line of business, compete with any Person or operate in any geographical areageographic areas or markets; (vii) any Contract (A) pursuant to which the Business receives from a third party a license or other right to use any material Intellectual Property used in the Business, other than (i) shrink-wrap, click wrap, and off-the-shelf software licenses, and other non-exclusive licenses of uncustomized software that is commercially available to the public generally, with aggregate fees of $250,000 or less, and (ii) licenses for Intellectual Property used by Sellers or their Controlled Affiliates in connection with the provision of services under the Transitional Services Agreement or (B) covenant not pursuant to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company which material Transferred Intellectual Property is licensed to a third party other than non-exclusive licenses granted in any capacitythe Ordinary Course of Business in connection with the sale or licensing of products or services of the Business; (vviii) Contracts any Labor Agreement covering any Business Employees; (ix) any Contract pursuant to which the Business receives the services of independent contractors or other non-employee service providers; (x) any Brand Company has incurred any Indebtedness in excess of $50,000 or granted Contract that grants a Lien (other than a Permitted LiensLien) on any material Transferred Asset or material property or asset of any Brand Companythe Transferred Subsidiaries that is not an Excluded Asset; (vixi) Contracts any Contract with a Key Customer or Key Supplier; (xii) any Government Contract where the counterparty is a Governmental Authority and for which (x) the period of performance has not expired or terminated or (y) final payment has not yet been received as of the date hereof; (xiii) any Contract relating to the settlement or conciliation of any joint ventureLitigation (A) since April 1, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development 2021 and providing for payment by the Business in excess of $500,000 or similar arrangement (B) pursuant to which the Business will have any outstanding obligation after the date hereof; (xiv) any Contract pursuant to which any Brand Company either receives third party sales representative or makes payments other third party representative (a “Third Party”) is appointed to promote and solicit offers for the purchase of products and services of the Business or the Transferred Subsidiaries in excess any territory outside of $50,000 annuallythe United States (each, a “Foreign Sales Representative Agreement”); (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (Bxv) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunderAffiliate Contract; and (xxvi) Contractsany Lease, not otherwise identified aboveany Landlord Lease and any agreement or instrument for the purchase, pursuant to which sale, transfer or encumbrance of any of real property or interest therein, including the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this AgreementOwned Real Property. (bi) Seller has delivered or made available to Purchaser complete and accurate copies of each written Each Material Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it effect and is a partyvalid and binding agreement of a Transferred Subsidiary, and it Sellers or their Affiliates, as applicable, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally, (ii) neither a Transferred Subsidiary, Sellers or their Affiliates, as applicable, nor, to the Knowledge of Sellers, any other party thereto is not in default or breach or default in any material respect thereunder. No other party under (or is alleged in writing to be in default or breach in any material respect under) the terms of has provided or received any written notice of any intention to terminate, any such Material Contract is in breach or default thereunder Contract, and there exists (iii) no change, event, effect, condition event or circumstance whichhas occurred that, with the giving of notice, the notice or lapse of time or the happening of any other event or conditionboth, would become a default or constitute an event of default thereunder with respect or result in a termination thereof or would cause or permit the acceleration of or other changes of or to any right or obligation or the loss of any benefit thereunder, except, in each case of clauses (i) – (iii), except as would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. To the Knowledge of Sellers, neither Sellers nor any of their Controlled Affiliates have received any written notice of the intention of any party to terminate any Material Contract. Each Material Contract set forth in Section 5.11(a) Prior to the date hereof, Sellers have made available to Buyer true, correct and complete copies of the Disclosure Schedule (or required to be set forth in Section 5.11(a) Material Contracts as of the Disclosure Schedule) has not been terminated or been repudiateddate hereof, together with all material modifications and amendments thereto.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans, agreements filed as exhibits to the Company SEC Documents and except as set forth on Section 5.11(a) 3.20 of the Company Disclosure Schedule sets forth an accurate and complete list of each of the following Contracts to which any Brand Company is a party or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtainedSchedule, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any Brand Company paid to any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement Agreement, neither the Company nor any of its Subsidiaries is a party to make payments or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) imposes any restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner, other than those contained in customary oil and gas leases; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $100,000 annually 50 million, except any transaction among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; (iv) any Contract that provides for the acquisition or disposition of assets, rights or properties with a value in excess of $100 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 any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries and any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Interests; (vi) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vii) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests not covered by a joint operating agreement or participation agreement or (B) providing for any loan or capital contribution to, or investment in, (1) the payment Company or one of cash its wholly owned Subsidiaries, (2) any person (other than an officer, director or other compensation or benefits upon the consummation employee of the Contemplated TransactionsCompany or any of its Subsidiaries) that is less than $100 million to such person or (3) any officer, director or employee of the Company or any of its Subsidiaries that is less than $5 million to such person; (viii) Contracts involving any resolution Contract providing for the sale by the Company or settlement any of any actual or threatened Proceeding which involve its Subsidiaries of Hydrocarbons that (A) payments in excess has a remaining term of $150,000 which have not yet been paid greater than 60 days or (B) contains a “take-or-pay” clause or any restrictive covenants that are currently binding upon any Brand Companysimilar 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 without then or thereafter receiving full payment therefor; (ix) any Contract that provides for a call or option on production, or acreage dedication to a gathering, transportation or other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any arrangement downstream of the properties wellhead, covering in excess of 15,000 barrels of oil equivalent per day of Hydrocarbons (calculated on a yearly average basis); (x) any joint development agreement, exploration agreement, participation or assets of program agreement or similar agreement that contractually requires the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration Company and its Subsidiaries to make expenditures that would reasonably be expected to be in excess of $150,000 which were entered into within 200 million in the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually aggregate during the 12-month period following the date of this Agreement.; (bxi) Seller has delivered any acquisition Contract that contains “earn out” or made available to Purchaser complete and accurate copies of each written Contract other contingent payment obligations, or remaining indemnity or similar obligations (other than purchase orders) asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth on Section 5.11(a) in the Company Reserve Reports and the GOM Reserve Reports that have been provided to Parent prior to the date of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equitythis Agreement), and is that could reasonably be expected to result in full force and effect. Each Brand payments after the date hereof by the Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not or any of its Subsidiaries in breach or default in excess of $100 million; and (xii) any material respect thereunder. No other party to any Material Contract is in breach lease or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder sublease with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiateda Company Leased Real Property.

Material Contracts. (a) Except for this Agreement or as set forth on Section 5.11(a) 3.09 of the Company Disclosure Schedule sets forth an accurate and complete list Schedule, neither the Company nor any of each of the following Contracts to which any Brand Company its Subsidiaries is a party to or bound by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired Contract whether written or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):oral: (i) Contracts with a customer of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015current Key Personnel; (ii) Contracts pursuant to which with any Brand labor union or association representing any employee of the Company paid to or any supplier, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015its Subsidiaries and any collective bargaining agreement; (iii) Contracts relating to that is a “material contract” (as such term is defined in Item 601(b) (10) of Regulation S-K of the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallySEC not otherwise listed on the Company Disclosure Schedule); (iv) Contracts pursuant to which any Brand Company that is bound by any (A) covenant not to compete with any Person a partnership or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacityjoint-venture agreement; (v) Contracts pursuant relating to which the borrowing of money (including any Brand Company has incurred any Indebtedness guarantee thereto) or that is a mortgage, security agreement, capital lease or similar agreements, in each case in excess of $50,000 1 million or granted that creates a Lien (other than Permitted Liens) on any property or material asset of the Company or any Brand Companyof its Subsidiaries; (vi) Contracts relating that limits or purports to limit the ability of the Company or any joint ventureof its Affiliates to compete or engage in any line of business, partnershipin any geographic area or with any person, strategic allianceexcept for certain radius restrictions or use restrictions that may be contained in deeds, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development leases or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts agreements for the employment, hire or retention of any officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants individual restaurant locations that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than were granted in the ordinary course of business consistent with past practice; (vii) for the license or sublicense of any Intellectual Property or other intangible asset (whether as a licensor or a licensee), that provides for consideration payment of $250,000 or more per year; (viii) constituting a franchise agreement or a franchise related development agreement; (ix) relating to the sale of any of the assets or properties of the Company or any of its Subsidiaries other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any of such assets or properties, except for rights of repurchase or recapture rights or rights of first refusal that may be contained in deeds, leases, or similar agreements for individual restaurant locations that were granted pursuant to, or in connection with, real estate Contracts entered into by the Company in the ordinary course of business consistent with past practice; (x) relating to the acquisition by the Company or any of its Subsidiaries of any operating business or the capital stock of any other person; (xi) requiring the payment to any person of a commission or fee, except in the ordinary course of business consistent with past practices; (xii) with suppliers of any goods and services that provides for payment of $500,000 or more per year; (xiii) relating to restaurant services, management, or similar agreement with total payments by the Company or any of its Subsidiaries in excess of $150,000 500,000 per year; (xiv) in the case of a Company Benefit Plan, that provides any benefits which were entered into within will be increased, or the last twenty-four vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (24xv) months that are insurance policies providing for indemnification of any officer or director of the Company or any of its Subsidiaries, other than the Company Articles, Company Bylaws and pursuant other organizational documents, as currently in effect, of the Company and each of its Subsidiaries; (xvi) that is an advertising or a marketing contract other than media contracts purchased in the ordinary course of business or that provides for payments in excess of $250,000 per year; (xvii) that constitutes a Tip Rate Alternative Commitment Agreement (“TRAC Agreement”) with the Internal Revenue Service; (xviii) other than those types of Contracts listed in clauses (i) to which a Brand (xvii) above, those that involve payments by the Company has or any ongoing obligations thereunderof its Subsidiaries in excess of $250,000 per year, in each case that are not terminable without premium or penalty on 90 days’ or less notice; and (xxix) Contractsthat would prevent, not otherwise identified above, pursuant to which materially delay or materially impede the consummation of any of the Brand Companies has transactions contemplated by this Agreement. All Contracts of the types described in this Section 3.09 shall be collectively referred to herein as the “Material Contracts.” (b) Section 3.09 of the Company Disclosure Schedule sets forth a non-contingent obligation list of all Material Contracts as of the date of this Agreement Agreement. Each such Material Contract is valid and in full force and effect and enforceable in accordance with its respective terms, subject to make payments applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in excess a proceeding in equity or at law). Neither the Company nor any of $150,000 its Subsidiaries, nor, to the Company’s Knowledge, any counterparty to any Material Contract, has violated or is alleged to have violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of any Material Contract, except in each case for those violations and defaults which, individually during or in the 12-month period following the date aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of this Agreement. (b) Seller has all written Material Contracts have been delivered or made available to Purchaser complete Parent and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedMerger Sub.

Material Contracts. (ai) Section 5.11(a) Except for the contracts included as exhibits to the Mediconsult Public Reports or in connection with this transaction, and other than contracts involving the payment or receipt of the Disclosure Schedule sets forth an accurate and complete list less than $10,000, neither Mediconsult nor any of each its Subsidiaries is a party to or bound by any of the following Contracts to which any Brand Company is a party or by which any such Brand Company (collectively and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectivelycontracts which are included as exhibits to the Mediconsult Public Reports, the “"Mediconsult Material Contracts”"): (i1) Contracts with a customer any contract or agreement for the acquisition or sale of securities or any material portion of the assets or business of or to any other person or entity whether completed or pending other than pursuant to Mediconsult Options and Mediconsult Warrants; (2) any contract or agreement for the purchase of materials, supplies, equipment, services or data involving in the case of any Brand Company such contract or agreement more than $10,000 over the life of the contract or agreement; (3) any contract, agreement or instrument that generated net revenue expires or may be renewed at the option of any person other than Mediconsult or its Subsidiaries so as to expire more than six months after the date of this Agreement, or which is not terminable by Mediconsult or a Subsidiary (as applicable) on sixty or fewer days' notice at any time without penalty, and involves the receipt or payment by Mediconsult or any of its Subsidiaries of more than $10,000 during any twelve month period; (4) any indenture, mortgage, note, loan agreement installment obligation or other contract, agreement or instrument for the Company borrowing of money, any currency exchange, commodities or other hedging arrangement, any letter of credit or any leasing transaction of the type required to be capitalized in accordance with GAAP; (5) any contract or agreement for capital expenditures in excess of $1,000,000 during 10,000, individually or in the 12-month period ended December 31aggregate, 2015with other similar contracts or agreements; (ii6) Contracts pursuant to any contract or agreement which restricts the geographic and operational freedom of Mediconsult or any Brand Company paid to any supplierof its Subsidiaries or, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31, 2015; (iii) Contracts relating to the rental Knowledge of Mediconsult, any of its officers or use key employees to engage in any line of tangible personal property, equipment, vehicles, other personal property business (as that term is defined in the Exchange Act) or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually; (iv) Contracts pursuant to which any Brand Company is bound by any (A) covenant not to compete with any Person or except for competition in any geographical arealines of business in which neither Party is currently engaged or will foreseeably engage or any confidentiality, (B) covenant not to engage secrecy or non-disclosure contract or agreement other than an ancillary provision included as part of a contract or agreement entered into by Mediconsult or any of its Subsidiaries in a specific line the Ordinary Course of business, (C) covenant not to use, exploit Business or enforce any Company Intellectual Property other contracts or agreements which are substantially in any capacitythe form as usually used by Mediconsult; (v7) Contracts any contract or agreement involving payments during any twelve-month period of $10,000 or more, pursuant to which Mediconsult or any Brand Company has incurred any Indebtedness in excess of $50,000 its Subsidiaries is a lessor or granted a Lien (other than Permitted Liens) on any property or asset lessee of any Brand Companyreal property, machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (vi) Contracts relating to 8) any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development contract or similar arrangement pursuant to which agreement with any Brand Company either receives person with whom Mediconsult or makes payments in excess any of $50,000 annuallyits Subsidiaries does not deal at arm's length within the meaning of the Code; (vii9) Contracts for any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the employmentobligations, hire liabilities (whether accrued, absolute, contingent or retention otherwise) or indebtedness of any officerother person; (10) any material consulting agreement; (11) any distribution, employeereseller, consultantdealer, agency, franchise, advertising, revenue sharing, marketing or independent contractor similar agreement; (12) any clearing agency, investment banking, placement, broker or similar agreement other than any agreement with ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with this Agreement and the transactions contemplated hereby; (13) any agreement with any Governmental Entity or any self-regulatory organization; (14) any agreement to provide brokerage services or directly or indirectly participate in brokerage activities, commissions or fees in any manner (including any forms of customer brokerage agreements); (15) any data redistribution or other agreement with any vendor of financial market data or relating in any manner to financial market data; (16) any product and/or service warranties, price protection or return agreement or written policy or any similar written undertaking by or for which Mediconsult or any of its Subsidiaries remains responsible to perform (a form of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually foregoing will be sufficient); (17) any agreement which would be terminable other than by Mediconsult or (B) providing its Subsidiaries or any agreement that provides for the payment of cash money, accelerates or other increases benefits, vesting or compensation or entitles any person to take actions or receive benefits upon the consummation or otherwise triggers obligations as a result of the Contemplated Transactions; (viii) Contracts involving any resolution Merger or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale consummation of any of the transactions contemplated by this Agreement not otherwise disclosed in the Disclosure Schedule; or (18) any other agreement which is material to the operations of Mediconsult's or its Subsidiaries' business or operations or which may have a material affect on Mediconsult's assets or, properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this AgreementMerger. (bii) Seller has delivered or made available to Purchaser complete Each of Mediconsult and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company its Subsidiaries has performed all of the obligations required to be performed by it and is entitled to date under the all accrued benefits under, and is not in default, nor to Mediconsult's Knowledge, has a claim been made that it is in default in respect of, each Mediconsult Material Contracts Contract to which it is a party, and party or by which it is bound, except where the nonperformance would not in breach or default in any material respect thereunderhave a Mediconsult Material Adverse Effect. No other party to any Each of the Mediconsult Material Contract Contracts is in breach or default thereunder full force and effect and there exists no change, default or event of default or event, effectoccurrence, condition or circumstance act, with respect to Mediconsult or its Subsidiaries or, to Mediconsult's Knowledge, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a material default or event of default thereunder with under any Mediconsult Material Contract, except where the failure to give such notice would not have a Mediconsult Material Adverse Effect. There are no unwritten obligations or agreements or course of dealings contrary in any material respect to the specific terms and conditions of any Mediconsult Material Contract. Each True, correct and complete copies of all Mediconsult Material Contract set forth in Section 5.11(a) of Contracts have been delivered or made available to Andrx or filed as an exhibit to the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiatedMediconsult Public Reports.

Material Contracts. Except for Contracts evidencing Company Loans made by the Bank in the Ordinary Course of Business, Section 3.16 of the Company Disclosure Schedules lists or describes the following with respect to the Company and each of its Subsidiaries (each such agreement or document, a “Company Material Contract”) as of the Agreement Date, true, complete and correct copies of each of which have been delivered or made available to Acquiror: (a) Section 5.11(aEach lease of real property to which the Company or any of its Subsidiaries is a party; (b) All loan and credit agreements, conditional sales Contracts or other title retention agreements or security agreements relating to money borrowed by it in excess of $1,500,000, exclusive of deposit agreements with customers of the Disclosure Schedule sets forth an accurate Bank entered into in the Ordinary Course of Business, agreements for the purchase of federal funds and complete list repurchase agreements and Federal Home Loan Bank advances; (c) Any agreement of each guarantee, support or indemnification by the Company or any of its Subsidiaries, assumption or endorsement by the following Contracts to which Company or any Brand Company is a party or by which any such Brand Company and of its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtainedSubsidiaries of, or has any similar commitment by the Company or has been licensed any of its Subsidiaries with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise granted, otherwise) or indebtedness of any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller those entered into in the Ordinary Course of Business; (d) Each Contract that involves performance of services or delivery of goods or materials by it of an amount or value in excess of $150,000 (other than Contracts for the sale of loans); (e) Each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts by it of an amount or value in excess of $150,000; (f) Each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of, any personal property (except personal property leases and installment and conditional sales agreements having aggregate remaining payments of less than $150,000); (g) Each material licensing agreement or other Contract with respect to patents, trademarks, copyrights or other intellectual property (other than shrink-wrap license agreements or other similar license agreements), including material agreements with current or former employees, consultants or contractors, regarding the appropriation or the Brand Companies nondisclosure of any of its intellectual property; (h) Any Contract or agreement that contains any: (i) exclusive dealing obligation; (ii) “clawback” or similar undertaking requiring the reimbursement or refund of any fees; (iii) “most favored nation” or similar provision granted by the Company or any of its Subsidiaries; or (yiv) licensed provision that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise granted dispose of any Person any license, permission assets or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”):business; (i) Contracts with a customer of any Brand Company that generated net revenue for Any Contract under which the Company or any of its Subsidiaries will have a material obligation with respect to an “earn-out,” contingent purchase price or similar contingent payment obligation, or any other material liability after the Agreement Date; (j) Each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (k) Each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other Person; (l) Each Contract containing covenants that in any way purport to restrict, in any material respect, the business activity of the Company or its Subsidiaries or limit, in any material respect, the ability of the Company or its Subsidiaries to engage in any line of business or to compete with any Person; (m) Each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods having an average annual amount in excess of $1,000,000 during the 12-month period ended December 31, 2015300,000; (iin) Contracts Each current consulting, employment or non-competition agreement to which the Company, any of its Subsidiaries or its employees is a party; (o) Any Contract or agreement that is a settlement agreement other than releases immaterial in nature or amount entered into in the Ordinary Course of Business with the former employees of the Company or any of its Subsidiaries or independent contractors in connection with the routine cessation of such employee’s or independent contractor’s employment; (p) The name of each Person who is or would be entitled pursuant to which any Brand Company paid Benefit Plan to receive any supplierpayment from the Company or its Subsidiaries as a result of the consummation of the Contemplated Transactions (including in combination with any other event), vendor the applicable Company Benefit Plan and the maximum amount of such payment; (q) Each Contract for capital expenditures for a single property, individually, or similar Person collectively with any other Contract for capital expenditures on such property, in excess of $1,000,000 during the 12-month period ended December 31, 2015150,000; (iiir) Contracts relating to Each Contract entered into by the rental Company or use any of tangible personal property, equipment, vehicles, other personal property its Subsidiaries with an Affiliate of the Company or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annuallyits Subsidiaries; (ivs) Contracts pursuant to Each material Contract or agreement which would require any Brand Company is bound by any (A) covenant not to compete with any Person consent or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacity; (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 or granted a Lien (other than Permitted Liens) on any property or asset of any Brand Company; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess of $50,000 annually; (vii) Contracts for the employment, hire or retention of any officer, employee, consultantapproval of, or independent contractor notice to, a counterparty as a result of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viiit) Contracts involving any resolution Each Contract not referred to elsewhere in this Section 3.16 that: (i) relates to the future purchase of goods or settlement services that materially exceeds the requirements of any actual its business at current levels or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid for normal operating purposes; or (Bii) any restrictive covenants that are currently binding upon any Brand Companyhas a Material Adverse Effect on the Company or its Subsidiaries; (ixu) other than pursuant to Each Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Gaiam-FFL APASEC); and (v) Each amendment, Contracts for the sale supplement and modification in respect of any of the properties or assets of foregoing, to the Brand Companies, other than extent not referred to elsewhere in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in excess of $150,000 individually during the 12-month period following the date of this AgreementSection 3.16. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a) of the Disclosure Schedule sets forth an accurate and complete list of Seller has provided to Buyer each of the following Contracts to which which, as of the date of this Agreement, the Company or any Brand Company of its Subsidiaries, if any, is a party or by which any such Brand (each, a “Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material ContractsContract”): (i) Contracts with a customer each Contract (A) not to (or otherwise restricting or limiting the ability of any Brand Company that generated net revenue for the Company or any of its Subsidiaries, if any, to) compete in excess any line of $1,000,000 during business or geographic area or (B) to restrict the 12-month period ended December 31ability of the Company or any of its Subsidiaries, 2015if any, to conduct business in any geographic area; (ii) Contracts pursuant each Contract (other than any benefit plans of the Company) that is reasonably likely to which any Brand Company paid to any supplierrequire, vendor or similar Person in excess of $1,000,000 during the 12-month period ended December 31remaining term of such Contract, 2015annual payments by the Company or any of its Subsidiaries that exceed $50,000; (iii) all Contracts relating granting to the rental any Person an option or use of tangible personal propertya first refusal, equipment, vehicles, other personal property first offer or fixtures, except for similar preferential right to purchase or acquire any Contract individually involving payment of annual rental sums less than $150,000 annuallymaterial Company Assets; (iv) Contracts pursuant to all material contracts for the granting or receiving of a license, sublicense or franchise or under which any Brand Company Person is bound by any obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment (A) covenant not other than agreements with employees, non-exclusive licenses granted to compete with any Person the Company’s or in any geographical areaits Subsidiaries’ customers, (B) covenant not and non-exclusive licenses to engage in a specific line of businesscommercially available, (C) covenant not to useoff-the-shelf Software that have been granted on standardized, exploit or enforce any Company Intellectual Property in any capacitygenerally available terms); (v) Contracts pursuant to which any Brand Company has incurred any Indebtedness in excess of $50,000 all partnership, joint venture or granted a Lien (other than Permitted Liens) on any property similar agreements or asset of any Brand Companyarrangements; (vi) Contracts any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any joint ventureasset), partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development except any such agreement (or similar arrangement pursuant to which any Brand Company either receives or makes payments in excess a series of related agreements) with an aggregate outstanding principal amount not exceeding $50,000 annually100,000; (vii) Contracts any agreement for the employmentdisposition or acquisition by the Company or any of its Subsidiaries, hire if any, with material obligations of the Company or retention any of its Subsidiaries, if any, (other than confidentiality obligations) remaining to be performed or material Liabilities of the Company or any officerof its Subsidiaries, employeeif any, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of continuing after the date of this Agreement to make payments in excess of $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement Agreement, of any actual material business or threatened Proceeding which involve (A) payments in excess any material amount of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent business; (viii) any agreement with past practice(A) the top 10 customers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, and (B) the top 10 suppliers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, in each case, for consideration in excess the 2023 fiscal year measured by the aggregate obligations paid or agreed to pay to or by the Company, as applicable; (ix) any agreement restricting or limiting the payment of $150,000 which were dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations as are required by applicable Law; (x) any Contract for the development of Intellectual Property, other than those entered into within in the last twenty-four (24) months ordinary course of business with Company employees and pursuant to which a Brand Company has any ongoing obligations thereundercontractors on the Company’s standard form for such Contracts; and (xxi) Contracts, to the extent not otherwise identified above, provided pursuant to which another subsection of this Section 3.12(a), all material agreements with any Governmental Authority. (b) A true and complete copy of each Company Material Contract (including any amendments thereto) entered into prior to the date of this Agreement has been made available to Buyer prior to the date of this Agreement. Each Company Material Contract is a valid and binding agreement of the Brand Companies has Company or its applicable Subsidiary, except where the failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a non-contingent obligation as Company Material Adverse Effect. Neither the Company or such Subsidiary nor, to the Knowledge of the Company, any other party thereto, is in breach of or default under any such Company Material Contract. As of the date of this Agreement to make payments Agreement, there are no material disputes in excess connection with any such Company Material Contract. As of $150,000 individually during the 12-month period following the date of this Agreement. (b) Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the Disclosure Schedule (including all written amendments, modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand no party under any Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in breach or default in any material respect thereunder. No other party to any Material Contract is in breach has given written notice of its intent to terminate or default thereunder and there exists no change, event, effect, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become otherwise seek a default or event of default thereunder with respect material amendment to any such Company Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Section 5.11(a) 3.17 of the Seller Disclosure Schedule sets forth an accurate as of the date of this Agreement a true and complete list of each of the following Contracts (other than purchase orders and invoices, Benefit Plans and Compensation Agreements) to which any Brand Company of the Transferred Entities is a party or by which any such Brand Company and its properties and assets are is bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with involving payments by the Transferred Entities of more than $250,000 per year or $2,000,000 over the term of the Contract, or having a customer term of any Brand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015more than four (4) years and not terminable within 180 days; (ii) Contracts pursuant requiring the Transferred Entities to which provide more than $250,000 of services per year or $2,000,000 of services over the term of the Contract, or that are anticipated to generate, individually, revenue for any Brand Company paid to any supplier, vendor or similar Person in excess Transferred Entity of more than $1,000,000 during the 12-month period ended December 31, 2015in 2022 or 2023; (iii) Contracts any Contract containing any future capital expenditure obligations of the Transferred Entities (or otherwise relating to the rental or use Business) in excess of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract individually involving payment of annual rental sums less than $150,000 annually250,000; (iv) Contracts pursuant to which evidencing Indebtedness for borrowed money of any Brand Company is bound by any (A) covenant not to compete Transferred Entity with any Person or in any geographical area, (B) covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any Company Intellectual Property in any capacityprincipal amount greater than $1,000,000; (v) Contracts pursuant requiring any Transferred Entity to which any Brand Company has incurred pay, perform, discharge or otherwise guarantee any Indebtedness in excess of $50,000 or granted a Lien any other Person (other than Permitted Liensa Transferred Entity) on any property or asset of any Brand Companywith a principal amount greater than $1,000,000; (vi) Contracts relating to any joint venture, partnership, strategic alliance, shareholders’ agreement, partnership or other similar agreement involving co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which investment between any Brand Company either receives or makes payments in excess of $50,000 annuallyTransferred Entity and a third party; (vii) Contracts for the employmentsale, hire transfer or retention other disposition of any officer, employee, consultant, or independent contractor assets of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as Transferred Entity involving payments of the date of this Agreement to make payments in excess of more than $100,000 annually or (B) providing for the payment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any resolution or settlement of any actual or threatened Proceeding which involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies1,000,000, other than sales of inventory in the ordinary course of business consistent with past practice; (viii) any Contract relating to the acquisition or disposition of any business (whether by merger, for consideration sale of stock, sale of assets or otherwise) under which the Transferred Entities have a continuing obligation with respect to an “earn out,” contingent purchase price, or similar contingent payment obligation that is reasonably expected to be $250,000 or greater in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a Brand Company has any ongoing obligations thereunderamount; and (xix) Contracts, not otherwise identified above, pursuant to which any Contract containing covenants that would restrict or limit in any material respect the ability of the Brand Companies has a non-contingent obligation as of Transferred Entities after the date of this Agreement Closing to make payments engage in excess of $150,000 individually during the 12-month period following Business or compete with respect to the date of this AgreementBusiness with any Person or in any geographic area. (b) Seller has delivered or Sellers have made available to Purchaser true, correct and complete and accurate copies of each written Material Contract (other than purchase orders) set forth on Section 5.11(a) and all amendments related thereto. Each Material Contract is a legal, valid and binding obligation of the Disclosure Schedule (including all written amendmentsapplicable Transferred Entities, modifications and supplements and, to the knowledge of Sellers, of each counterparty thereto). All Material Contracts are valid, binding and enforceable against the applicable Brand Company and against the other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Applicable Laws affecting creditors’ rights generally or by general principles of equity), and is in full force and effect. Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it no Transferred Entity, or, to the knowledge of Sellers, other party thereto is not in breach of, or in default in under, any material respect thereunder. No other party to any such Material Contract is in Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder and there exists no changeby any of the Transferred Entities, eventor, effectto the knowledge of Sellers, condition or circumstance which, with the giving of notice, the lapse of time or the happening of any other event or conditionparty thereto, would become a default or event of default thereunder with respect to any Material Contract. Each Material Contract set forth in Section 5.11(a) of the Disclosure Schedule (or required except for such failures to be set forth valid, binding or in Section 5.11(a) of full force and effect and such breaches, defaults or events that have not had and would not, individually or in the Disclosure Schedule) has not been terminated or been repudiatedaggregate, reasonably be expected to have a Material Adverse Effect.