Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to which, as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights).

Material Contracts. (a) Except for this Agreement, Section 3.13(a) 5.19 of the Company WTW Disclosure Schedule Letter contains a listing of all Contracts described in clauses (i) through (xiii) below to whichcomplete and correct list, as of the date of this Agreement, the Company of each Contract described below in this Section 5.19(a) under which WTW or its Subsidiaries is a party any WTW Subsidiary has any current or by which they are boundfuture rights, other than a Company Benefit Planresponsibilities, and that are not expired obligations or have not been terminated and not including any Contracts pursuant liabilities (in each case, whether contingent or otherwise) or to which the Company has with no material outstanding any of their respective properties or executory obligations or Liabilities (such Contracts assets is subject, in each case as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, date of this Agreement (all Contracts of the type described in this Section 5.19(a) being referred to herein as the “WTW Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any partnership, joint venture, strategic alliance or collaboration Contract relating which is material to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or WTW and its Subsidiaries, taken as a whole; (ii) any Contract under which that (A) purports to materially limit (1) the Company or material lines of business of WTW and its Subsidiaries is lessee (or, after the Effective Time, Aon and its Subsidiaries) or (2) the geographic area in which any of them may so engage in such business or holds (B) would require the disposition of any material assets or operatesmaterial line of business of WTW and its Subsidiaries (or, in each caseafter the Effective Time, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which Aon and its Subsidiaries taken as a whole) as a result of the aggregate annual rental payments do not exceed $500,000consummation of the Transactions; (iii) any each acquisition or divestiture Contract under which or licensing agreement that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the Company receipt or its Subsidiaries is lessor making of or permits any third party to hold or operate, future payments in each case, any tangible property excess of $50 million in the twelve (other than real property), owned or controlled by 12) month period following the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000date hereof; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected Contract relating to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company outstanding Indebtedness of WTW or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent for borrowed money or any of its Affiliates after the Closingfinancial guaranty thereof (whether incurred, (Bassumed, guaranteed or secured by any asset) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or 50 million other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person than (A) pursuant to which the Company Contracts solely among WTW and any wholly-owned WTW Subsidiary or its Subsidiaries (or Parent a guarantee by WTW or any WTW Subsidiary of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreementa WTW Subsidiary, (B) financial guarantees entered into in the ordinary course of business consistent with a Governmental Authority past practice not exceeding $50 million, individually or in the aggregate (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon), and (C) that imposes any material, non-monetary obligations on Contracts relating to Indebtedness explicitly included in the Company or its Subsidiaries (or Parent or any of its Affiliates after consolidated financial statements in the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other handWTW SEC Documents; (xivv) any each Contract with the Company or its Subsidiaries(other than a WTW Benefit Plan) between WTW, on the one hand, and any officer, director, manager, stockholder, member director or Affiliate (other than a wholly-owned WTW Subsidiary) of an Affiliate of the Company or its Subsidiaries WTW or any of their respective Affiliates “associates” or “immediate family” members (excluding employee confidentiality as such terms are defined in Rule 12b-2 and invention assignment agreementsRule 16a-1 of the Exchange Act), equity on the other hand, including any Contract (other than a WTW Benefit Plan) pursuant to which WTW has an obligation to indemnify such officer, director, Affiliate or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment)family member; (xvvi) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $500,000 per year25 million annually or in the aggregate) under which WTW or any WTW Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights of a third party, which Contract is material to WTW and WTW Subsidiaries, taken as a whole; (xvivii) any employment Contract (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $25 million annually or consulting in the aggregate) under which WTW or any WTW Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights (including any development thereof), which Contract with severanceis material to WTW and WTW Subsidiaries, change in controltaken as a whole; (viii) any shareholders, retention investors rights, registration rights or similar arrangements, that will result in any obligation (absolute agreement or contingent) arrangement of the Company WTW or any of its Subsidiaries Significant Subsidiaries; (ix) any Contract that relates to make any payment swap, forward, futures, or incur other similar derivative transaction for hedging purposes with a notional value in excess of $100 million; (x) any Liability as a result material collective bargaining agreement or other material Contract with any labor union; (xi) any Contract involving the settlement of any action or threatened action (or series of related actions) which will (A) involve payments after the consummation date hereof of consideration in excess of $25 million or (B) impose material monitoring or reporting obligations to any other Person outside the transactions contemplated by this Agreement, termination ordinary course of employment or bothbusiness; and (xviixii) any Contract not otherwise described in any other Contract the performance subsection of which requires either this Section 5.19(a) that would be required to be filed by WTW as a “material contract” (Aas such term is defined in Item 601(b)(10) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life Regulation S-K of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written noticeSEC). (ib) Each Neither WTW nor any WTW Subsidiary is in breach of or default under the terms of any WTW Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect. To the knowledge of WTW, as of the date hereof, no other party to any WTW Material Contract is in breach of or default under the terms of any WTW Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect, each WTW Material Contract is a valid and binding on the Company obligation of WTW or its Subsidiaries, as applicableWTW Subsidiary which is party thereto and, to the Company’s Knowledgeknowledge of WTW, the counterparties of each other party thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries andeffect, to the Company’s Knowledge, the counterparties thereto except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other Laws affecting generally the enforcement of similar Laws, now or hereafter in effect, relating to creditors’ rights generally and subject to general principles of equity), (ii) the Company or its Subsidiaries and, equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as discretion of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain court before which any material executory or continuing terms, conditions, obligations or rights)proceeding therefor may be brought.

Material Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to which, as of the date For purposes of this Agreement, a “Material Contract” shall mean the Company Intellectual Property Agreements and all of the following Contracts to and by which the Company or any of its Subsidiaries is a party or by which they are is bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto):: (i) any employment, independent contractor or consulting Contract relating to Indebtedness for borrowed money (in each case, under which the Company has continuing obligations as of the date hereof) with any employee, independent contractor or director of the Company or its Subsidiaries or member of the Company Board other than Contracts with contractors or consultants that can be terminated without material penalty upon notice of ninety (90) days or less or offer letters and employment agreements entered into in the ordinary course of business consistent with past practice with employees, independent contractors or directors who are not officers and are terminable “at will” without the Company or its Subsidiaries incurring any material liability or obligation; (ii) any Contract or plan, including the Company Stock Plans or any stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the consummation of the transactions contemplated hereby or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, except for benefits or value attributable solely to the placing increase in the value of the Company Common Stock as a result of any of the transactions contemplated by this Agreement; (iii) any Contract providing for indemnification or any guaranty by or on the part of the Company or any its Subsidiaries (in each case, under which the Company or its Subsidiaries has continuing obligations as of the date hereof), other than (A) any guaranty by the Company of any of its Subsidiary’s obligations or (B) any Contract entered into in connection with the development, distribution, resale, sale, license or provision of any services or hardware or software products of the Company or any of its Subsidiaries or in any inbound license or services agreement, in each case, entered into in the ordinary course of business; (iv) any Contract containing any covenant (A) limiting the right of the Company or any of its Subsidiaries to engage in any line of business, to make use of any material technology owned by the Company or any of its Subsidiaries or Company Intellectual Property or to compete with any Person in any line of business, prohibiting the Company or any of its Subsidiaries (or, after the Closing Date, Parent or the Surviving Corporation or any of their respective Subsidiaries) from engaging in business with any Person or levying a fine, charge or other payment for doing so or otherwise prohibiting or limiting the right of the Company or its Subsidiaries to distribute or offer any products or services or to purchase or otherwise obtain any software components, parts or subassemblies; or (B) granting any exclusive rights to a third party, in each case other than any such Contracts that (x) may be cancelled without material liability to the Company or its Subsidiaries upon notice of ninety (90) days or less or (y) are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole; (v) any Contract (A) relating to the disposition or acquisition by the Company or any of its Subsidiaries after the date of this Agreement of a Lien (material amount of assets other than a Permitted Lienin the ordinary course of business or (B) on pursuant to which the Company or any of its Subsidiaries will acquire any material assets ownership interest in any other Person or properties other business enterprise other than the Company’s Subsidiaries; (vi) Contracts, if any, for (A) the top ten (10) distributors for each of the past four (4) complete calendar quarters (as measured by unaudited quarterly bookings identified in the Company’s sales force automation tools), (B) the top fifteen (15) reseller for each of the past four (4) complete calendar quarters (as measured by unaudited quarterly bookings identified in the Company’s sales force automation tools), and (C) the top ten (10) direct customers for the past four (4) complete calendar quarters (as measured by unaudited quarterly bookings identified in the Company’s sales force automation tools), in each case excluding quotes and purchase orders with such distributors, resellers, and customers; (vii) any Contract providing for the development by any third party of any material Company Intellectual Property for or on behalf of the Company or its Subsidiaries, and which may not be canceled without material liability to the Company or its Subsidiaries upon notice of one hundred eighty (180) days or less; (viii) containing any obligation to provide support or maintenance for the Company Products outside of the ordinary course of business consistent with past practice, other than those Contracts obligations that are terminable by the Company or any of its Subsidiaries on no more than ninety (90) days notice without material liability or financial obligation to the Company or its Subsidiaries; (iiix) any Contract under which authorizing another Person to provide support or maintenance to the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based Company’s customers on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life behalf of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limitCompany, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the ClosingSubsidiaries, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company Contracts with distributors or a Subsidiary) resellers that are obligated to provide such support or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedulemaintenance; (x) any Contract with any Person third party to manufacture or reproduce any Company Products or any Contract to sell or distribute any Company Products, other than Contracts with customers, distributors, resellers or sales representatives entered into in the ordinary course of business; (xi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, other than accounts receivables and payables in the ordinary course of business consistent with past practice; (xii) any settlement Contract, other than (A) pursuant to which releases immaterial in nature or amount entered into with former employees or independent contractors of the Company or its Subsidiaries (or Parent or any in the ordinary course of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events business or (B) under settlement agreements for cash only (which has been paid or is reserved for on the Company or its Subsidiaries Balance Sheet) and does not exceed $200,000 as to such settlement; (xiii) any Contract which grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license offer or any other similar rights right with respect to any material Company Product assets, rights or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business properties of the Company or any of its Subsidiaries or for Subsidiaries; (xiv) any Contract which limits the acquisition payment of dividends by the Company or any of its Subsidiaries Subsidiaries; (xv) any Contract which relates to a joint venture, partnership, limited liability company agreement, revenue sharing or other similar agreement requiring the sharing of the assets revenues or business of joint venture; (xvi) any Contract which relates to an acquisition, divestiture, merger or similar transaction and which contains any material obligations (including indemnification, “earn-out” or other Person contingent obligations) that are still in effect; (other than acquisitions xvii) any Collective Bargaining Agreement or dispositions made in the Ordinary Course of Business), or under similar Contract; (xviii) any Contract pursuant to which the Company or any of its Subsidiaries is bound to or has committed to provide any continuing obligation with respect product or service to an “earn-out,” contingent purchase price any third party on a most favored nation (MFN) basis or other contingent or deferred payment obligationsimilar pricing basis; (xiixix) any settlement, conciliation or similar Contract (A) requiring monetary payments by entered into directly between the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiariesa United States federal Governmental Authority, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of pursuant to which the Company or any of its Subsidiaries provided or provides any Company Products to make such United States federal Governmental Authority, other than sales of Company Products to United States federal Governmental Authorities pursuant to purchase orders without any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; andfurther written agreement; (xviixx) any other Contract the performance of which requires either (A) annual payments to or from that provides for payment obligations by the Company or any of its Subsidiaries in excess of $300,000 1,000,000 or (B) aggregate payments to or from the Company or its Subsidiaries more in excess of $1,500,000 over the life of the agreement and, in each case, any individual fiscal year that is not terminable by the applicable Company or its Subsidiaries upon notice of ninety (90) days or less without material liability to the Company or its Subsidiaries without penalty upon less than thirty Subsidiary and is not disclosed pursuant to clauses (30i) days’ prior written noticethrough (xxi) above; and (xxi) any other Contract not listed in Section 4.13(a)(i)-(xx) above that would be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company and its Subsidiaries. (ib) Section 4.13 of the Company Disclosure Schedule contains a complete and accurate list, as of the date hereof, of all Material Contracts. (c) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to (and/or each such Subsidiary of the Company’s Knowledge, the counterparties Company party thereto, ) and is in full force and effect effect, and enforceable in accordance with its terms against neither the Company or nor any of its Subsidiaries andparty thereto, nor, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement Knowledge of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not any other party thereto, is in material breach of, or default under, any such Material Contract Contract, and (iii) no event has occurred that (with or without due notice or lapse of time or both) both would result in constitute such a material breach of, or default under, any Material Contract thereunder by the Company or any of its Subsidiaries Subsidiaries, or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as Knowledge of the date hereof (Company, any other than purchase ordersparty thereto, invoicesexcept for such failures to be in full force and effect and such breaches and defaults that would not, and similar confirmatory individually or administrative documents that are ancillary to in the main contractual relationship between aggregate, have a Material Adverse Effect on the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)Company.

Material Contracts. (a) Section 3.13(a) Schedule 4.19 of the Company Disclosure Schedule contains Letter, together with the lists of exhibits contained in the Company SEC Documents, sets forth a listing of all Contracts described in clauses (i) through (xiii) below to whichtrue and complete list, as of the date of this Agreement, of: (i) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Company Exchange Act); (ii) each Contract that provides for the acquisition, disposition, license, use, distribution or its Subsidiaries is a party outsourcing of assets, services, rights or by which they are bound, properties (other than a Company Benefit Plan, Oil and that are not expired or have not been terminated and not including any Contracts pursuant Gas Properties) with respect to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of reasonably expects that the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies its Subsidiaries will make annual payments in excess of the Contracts listed on Section 3.13(a) $100,000 or aggregate payments in excess of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto):$1,000,000; (iiii) any each Contract relating to (A) for Indebtedness for borrowed money or the deferred purchase price of property by the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or to secured by any asset) or (B) that creates a capitalized lease obligation, except, in the placing cases of a Lien clauses (A) and (B) with an aggregate principal amount not in excess of $200,000, and other than a Permitted Lien) on any material assets agreements solely between or properties of among the Company or and its Subsidiaries; (iiiv) any each Contract under to which the Company or any Subsidiary of the Company is a party that (A) restricts the ability of the Company or any Subsidiary of the Company to compete in any business or with any Person in any geographical area, (B) requires the Company or any Subsidiary of the Company to conduct any business on a “most favored nations” basis with any third party or (C) provides for “exclusivity” or any similar requirement in favor of any third party, except in the case of each of clauses (A), (B) and (C) for such restrictions, requirements and provisions that are not material to the Company and its Subsidiaries; (v) any Contract providing for the purchase or sale by the Company or any of its Subsidiaries is lessee of Hydrocarbons that (A) has a remaining term of greater than sixty (60) days and does not allow the Company or holds such Subsidiary to terminate it without penalty on sixty (60) days’ notice or operatesless, (B) contains a minimum throughput commitment, minimum volume commitment, “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time or (C) contains acreage dedication, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead that, in each case, cover, guaranty, dedicate or commit (I) more than 1,000 net acres or (II) volumes in excess of 10,000 MMcf of gas or 2,000 boe of liquid Hydrocarbons on a monthly basis (calculated on a yearly average basis); (vi) any tangible property acquisition or divestiture Contract that contains “earn out” or other similar contingent payment obligations (other than real propertyasset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Report), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or that would reasonably be expected to require result in annual payments in excess of $100,000; (based on vii) each Contract for lease of personal property or real property (other than Oil and Gas Properties) involving payments in excess of $100,000 in any occurrence, development, activity calendar year or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract that are not terminable without penalty or (B) other Contract with respect liability to material the Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any ongoing obligation pursuant to such Contract that is not caused by any such termination) within sixty (A60) limits or purports to limitdays, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant Contracts related to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000drilling rigs; (viii) any each Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for that could require the disposition of any portion of the material assets or line of business of the Company or its Subsidiaries or for (or, after the acquisition by the Company Effective Time, Parent or its Subsidiaries Subsidiaries); (ix) each Contract involving the pending acquisition or sale of (or option to purchase or sell) any material amount of the assets or business properties of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (including any Oil and Gas Properties), taken as a whole, other than Contracts involving the acquisition or Parent sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business; (x) each ISDA Master Agreement for any Derivative Transaction; (xi) each material partnership, joint venture or limited liability company agreement, other than any customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of its Affiliates after the Closing)Company; and (xiiixii) each collective bargaining joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or other similar Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of requiring the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreementexpenditures from and after January 1, termination of employment or both; and (xvii) any other Contract the performance of which requires 2020 that either (A) annual payments would reasonably be expected to or from the Company or its Subsidiaries be in excess of $300,000 or 1,000,000 in the aggregate, (B) aggregate payments is material to the operation of the Company and its Subsidiaries, taken as a whole, or from (C) contains an area of mutual interest or any “tag along” or “drag along” (or similar rights) allowing a third party, or requiring the Company or any of its Subsidiaries Subsidiaries, to participate in excess of $1,500,000 over the life any future transactions with respect to any assets or properties of the agreement andCompany and its Subsidiaries, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less other than thirty (30) days’ prior written noticecustomary joint operating agreements and continuous development obligations under Oil and Gas Leases. (ib) Each Collectively, the Contracts that are required to be set forth in Section 4.19(a) are herein referred to as the “Company Contracts.” A complete and correct copy of each of the Company Contracts has been made available to Parent. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is valid legal, valid, binding and binding enforceable in accordance with its terms on the Company or and each of its Subsidiaries, as applicableSubsidiaries that is a party thereto and, to the knowledge of the Company’s Knowledge, the counterparties each other party thereto, and is in full force and effect and enforceable effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in accordance with its terms against the aggregate, a Company Material Adverse Effect, neither the Company or nor any of its Subsidiaries andis in breach or default under any Company Contract nor, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement knowledge of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not is any other party to any such Company Contract in material breach of, or default underthereunder, any Material Contract and (iii) no event has occurred that (with or without due notice or the lapse of time or both) the giving of notice or both would result in constitute a material breach of, or default under, any Material Contract thereunder by the Company or its Subsidiaries Subsidiaries, or, to the knowledge of the Company’s Knowledge, the counterparties any other party thereto. The Company has made available There are no disputes pending or, to Parent true and complete copies of all Material Contracts in effect as the knowledge of the date hereof (Company, threatened with respect to any Company Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other than purchase ordersparty to any Company Contract to terminate for default, invoicesconvenience or otherwise any Company Contract, and similar confirmatory or administrative documents that are ancillary nor to the main contractual relationship between knowledge of the parties Company, is any such party threatening to a particular Contract or group of Contracts and thatdo so, in each casecase except as has not had or would not reasonably be expected to have, do not contain any material executory individually or continuing termsin the aggregate, conditions, obligations or rights)a Company Material Adverse Effect.

Material Contracts. (a) Section 3.13(a) Schedule 4.20 of the Company Disclosure Schedule contains Letter, together with the lists of exhibits contained in the Company SEC Documents, sets forth a listing of all Contracts described in clauses (i) through (xiii) below to whichtrue and complete list, as of the date of this Agreement, of: (i) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) to which the Company or any of its Subsidiaries is a party party; (ii) each Contract that provides for the acquisition, disposition, license, use, distribution or by which they are boundoutsourcing of assets, other than a Company Benefit Planservices, and that are not expired rights or have not been terminated and not including any Contracts pursuant properties with respect to which the Company has with no material outstanding reasonably expects that the Company and its Subsidiaries will make or executory obligations receive payments in any calendar year in excess of $20,000,000 or Liabilities aggregate payments in excess of $30,000,000, in each case other than (such A) any Contract providing for the purchase or sale by the Company or any of its Subsidiaries of Hydrocarbons, or related to Hydrocarbons, produced water or freshwater or Contracts as are required to be set forth on Section 3.13(afor gathering, processing, transportation, treating, storage, blending or similar midstream services (each, a “Company Marketing Contract”), or (B) master services agreements and similar agreements; (iii) each Contract (other than agreements solely between or among the Company and its Subsidiaries) (A) evidencing Indebtedness of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies or any of the Contracts listed on Section 3.13(aits Subsidiaries or (B) that creates a capitalized lease obligation of the Company Disclosure Schedule have previously been made available or any of its Subsidiaries, in each case with an aggregate principal amount in excess of $20,000,000; (iv) each Contract to which the Company or any Subsidiary of the Company is a party that (A) requires the Company or any Subsidiary of the Company to conduct any business on a “most favored nations” basis with any third party or (B) provides for “exclusivity” or any similar requirement in favor of any third party, except in the case of each of clauses (A) and (B), for such restrictions, requirements and provisions that are not material to the Company and its Subsidiaries or that relate to acreage dedications; (v) each Contract that (A) purports to limit in any material respect either the type of business in which the Company or any of its Subsidiaries (or, after the Initial Company Merger Effective Time, Parent or its agents Subsidiaries) may engage or representativesthe locations in which any of them may so engage in any business (including any contract containing any area of mutual interest, together with all amendments thereto):joint bidding area, joint acquisition area, or non-compete or similar type of provision) or (B) could require the disposition of any material assets or line of business of the Company or any of its Subsidiaries (or, after the Initial Company Merger Effective Time, Parent or its Subsidiaries); (ivi) each Contract for any Derivative Transaction; (vii) any Company Marketing Contract relating which is not terminable without penalty or other payment upon 90 days’ or less notice and (A) that would reasonably be expected to Indebtedness involve payments in excess of $10,000,000 in any calendar year, (B) that contains acreage dedications other than wellbore-only dedications or (C) that contains minimum volume commitments or capacity reservation fees that would reasonably be expected to involve payments, taken as a whole, of more than $1,000,000 in any calendar year; (viii) any acquisition or divestiture Contract that contains “earn out” or other similar contingent payment obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Report), that would reasonably be expected to result in annual payments by or to the Company or any of its Subsidiaries in excess of $5,000,000; (ix) each Contract for borrowed money lease of personal property or real property (other than Oil and Gas Properties and Contracts related to drilling rigs) involving payments in excess of $5,000,000 in any calendar year that are not terminable without penalty or other liability to the Company (other than any ongoing obligation pursuant to such Contract that is not caused by any such termination) within ninety (90) days; (x) each Contract that would reasonably be expected to require the disposition of any assets or line of business of the Company or its Subsidiaries (or, after the Initial Company Merger Effective Time, Parent or its Subsidiaries) for which the aggregate consideration (or the fair market value of such consideration, if non-cash) exceeds $5,000,000; (xi) each Contract involving the pending acquisition or sale of (or option to purchase or sell) any of the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries (including any Oil and Gas Properties but excluding purchases and sales of Hydrocarbons), taken as a whole, for which the aggregate consideration (or the fair market value of such consideration, if non-cash) exceeds $5,000,000; (xii) each material joint venture agreement, other than any customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of the Company or that are exclusively among (a) the Company and any of its wholly owned Subsidiaries or (b) Heat OpCo and any of its wholly owned Subsidiaries; (iixiii) each agreement for the employment or engagement of any current or former employee, officer, director or other individual service provider of the Company or any Subsidiary thereof that (A) provides for (1) annual compensation that could exceed $150,000; (2) payment of any severance benefits; or (3) any change in control, retention or other payments that would be triggered solely by the consummation of the Transactions contemplated hereunder; or (B) cannot be terminated upon thirty (30) days’ notice or less without further payment, liability or obligation; (xiv) each Contract under that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which the Company or any of its Subsidiaries is lessee will have any material outstanding obligation after the date of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000this Agreement; (iiixv) any each Contract under which the relating to a Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000;Related Party Transaction; and (ivxvi) any (A) each joint venturedevelopment agreement, profit-sharingexploration agreement, partnershipparticipation, collaborationfarmout, co-promotion, commercialization or research or development Contract, farmin or similar Contract, in each caseexcluding joint operating agreements, which requires, or that would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries expenditures in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries 20,000,000 in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written noticeany one calendar year period. (ib) Each Collectively, the Contracts described in Section 4.20(a) are herein referred to as the “Company Contracts,” including, for the avoidance of doubt, any Company Marketing Contract responsive under Section 4.20(a)(vii). A complete and correct copy of each of the Company Contracts (other than the Company Marketing Contracts) has been made available to Parent. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is valid legal, valid, binding and binding enforceable in accordance with its terms on the Company or and each of its Subsidiaries, as applicableSubsidiaries that is a party thereto and, to the knowledge of the Company’s Knowledge, the counterparties each other party thereto, and is in full force and effect effect, subject, as to enforceability, to Creditors’ Rights. Except as has not had and enforceable would not reasonably be expected to have, individually or in accordance with its terms against the aggregate, a Company Material Adverse Effect, neither the Company or nor any of its Subsidiaries andis in breach or default under any Company Contract nor, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement knowledge of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not is any other party to any such Company Contract in material breach of, or default underthereunder, any Material Contract and (iii) no event has occurred that (with or without due notice or the lapse of time or both) the giving of notice or both would result in constitute a material breach of, or default under, any Material Contract thereunder by the Company or its Subsidiaries Subsidiaries, or, to the knowledge of the Company’s Knowledge, the counterparties any other party thereto. The Company has made available There are no disputes pending or, to Parent true and complete copies of all Material Contracts in effect as the knowledge of the date hereof (Company, threatened with respect to any Company Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other than purchase ordersparty to any Company Contract to terminate for default, invoicesconvenience or otherwise any Company Contract, and similar confirmatory or administrative documents that are ancillary nor to the main contractual relationship between knowledge of the parties Company, is any such party threatening to a particular Contract or group of Contracts and thatdo so, in each casecase except as has not had or would not reasonably be expected to have, do not contain any material executory individually or continuing termsin the aggregate, conditions, obligations or rights)a Company Material Adverse Effect.

Material Contracts. (a) Section 3.13(a) of Except for the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to which, as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be agreements set forth on Section 3.13(a) of the Company Disclosure ScheduleSchedule 5.21 (collectively, the “Material Contracts”). True, correct and complete copies as of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): Closing Date there are no (i) employment agreements covering the management of Borrower, (ii) collective bargaining agreements or other labor agreements covering any Contract relating employees of Borrower, (iii) agreements for managerial, consulting or similar services to Indebtedness for borrowed money which Borrower is a party or by which it is bound, (iv) agreements regarding Borrower, its assets or operations or any investment therein to which any of the Company its equity holders is a party, (v) patent licenses, trademark licenses, copyright licenses or its Subsidiaries other lease or license agreements to the placing of which Borrower is a Lien party, either as lessor or lessee, or as licensor or licensee (other than widely-available software subject to “shrink-wrap” or “click-through” software licenses), (vi) distribution, marketing or supply agreements to which Borrower is a Permitted Lienparty, (vii) on customer agreements to which Borrower is a party (in each case with respect to any material assets or properties agreement of the Company type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payment of more than $250,000 in any year), (viii) partnership agreements pursuant to which Borrower is a partner, limited liability company agreements pursuant to which Borrower is a member or its Subsidiaries; manager, or joint venture agreements to which Borrower is a party, (iiix) real estate leases, or (x) any Contract under other agreements or instruments to which the Company or its Subsidiaries Borrower is lessee of or holds or operatesa party, in each casecase the breach, any tangible property (other than real property)nonperformance or cancellation of which, owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrencehave a Material Adverse Effect. Schedule 5.21 sets forth, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property each real estate lease agreement to which Borrower is a party as of the Closing Date, the address of the subject property. The consummation of the transactions contemplated by the Loan Documents will not give rise to a right of termination in favor of any party to any Material Contract (other than any Non-Scheduled Contracts); (vBorrower) any Contract that (A) limits or purports which would reasonably be expected to limithave, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, either individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written noticeMaterial Adverse Effect. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights).

Material Contracts. (a) Section 3.13(a3.14(a) of the Company Seller Disclosure Schedule contains a listing lists the following types of all Contracts described in clauses (i) through (xiii) below contracts and agreements to whichwhich the Seller, as of the date of this Agreementany Company, the any Subsidiary or any Group Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant relate primarily to which the Company has with no material outstanding or executory obligations or Liabilities Business (such Contracts contracts and agreements as are required to be set forth on in Section 3.13(a3.14(a) of the Seller Disclosure Schedule and the Company Disclosure Schedule, IP Agreements being the “Material Seller Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract each “material contract” (as such term is used in Form 20-F of the SEC) relating to Indebtedness for borrowed money of the Companies, the Subsidiaries, the Group Companies, or the Business, or any such contract to which any Company, any Subsidiary or any Group Company or its Subsidiaries or to the placing of is a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiariesparty; (ii) all contracts and agreements pursuant to which control is exercised by the Seller, the Companies or the Subsidiaries over any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000Group Company; (iii) all contracts and agreements between any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each caseCompany, any tangible property Subsidiary or any Group Company, on the one hand, and the Seller or any of its Affiliates (other than real propertyany Company, any Subsidiary or any Group Company), owned or controlled by on the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000other hand; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contractall contracts and agreements that limit, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports purport to limit, in the ability of any material respectCompany, the freedom of the any Subsidiary or any Group Company to compete or its Subsidiaries to engage or compete in any line of business or with any Person person or entity or in any geographic area or that would so limit during any period of time; (v) all contracts and agreements providing for an interest rate, currency or purport commodity swap, derivative, hedge, forward purchase or sale or other transaction similar in nature or effect to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closingoff-balance sheet financing; (vi) any Contract requiring any all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount payments in excess of (A) $300,000 annually or (B) $1,000,000 over 500,000 other than contracts and agreements for which the life of the agreementpayments to be made thereunder are currently accounted for in Seller’s capital budget; (vii) all joint venture contracts, partnership arrangements or other agreements outside the ordinary course of business involving a sharing of profits, losses, costs or liabilities by the Company, any Contract requiring the Subsidiary or any Group Company or its Subsidiaries to guarantee the Liabilities of with any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000third party; (viii) all contracts and agreements for pending acquisitions of capital stock or assets of another Person (whether by merger or stock or asset purchase); (ix) all contracts and agreements (including any Contract so-called take or pay or keep well agreements) under which the any Company, any Subsidiary, or any Group Company or its Subsidiaries has, has directly or indirectly, made indirectly guaranteed or otherwise agreed to make be responsible for Indebtedness, Liabilities or obligations of another Person; (x) any loancontract or agreement (other than contracts of the type described in subclauses (i) through (ix) above) that involves aggregate future payments by or to any Company, advanceany Subsidiary, or assignment any Group Company in excess of payment $1,000,000 per annum, other than a purchase or sales order or other contract entered into in the ordinary course of business consistent with past practice; and (xi) all other contracts and agreements that relate primarily to any Person outside the Business and are material to the Companies, the Subsidiaries and the Group Companies, taken as a whole, or the absence of the Ordinary Course of Business orwhich could reasonably be expected, individually or in the aggregate, to have a Seller Material Adverse Effect. (b) Except as could not reasonably be expected, individually or in an amount in excess of $200,000 or made any capital contribution tothe aggregate, or other investment into have a Seller Material Adverse Effect: (i) each Material Seller Contract is a legal, any Personvalid and binding agreement; (ixii) any Contract required to be disclosed on Section 3.19 none of the Company Disclosure ScheduleSeller, the Companies, the Subsidiaries or the Group Companies has received any written claim of material default under any Material Seller Contract and none of the Seller, the Companies, the Subsidiaries or the Group Companies is in material breach or violation of, or material default under, any Material Seller Contract; (xiii) any Contract with any Person (A) pursuant to which the Company Seller’s Knowledge, no other party is in material breach or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business)violation of, or under which the Company or its Subsidiaries has material default under, any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing)Material Seller Contract; and (xiiiiv) each collective bargaining agreement or other Contract with neither the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees execution of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of this Agreement nor the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract Agreement and the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or Ancillary Agreements shall constitute a default under, give rise to modification, acceleration, or cancellation rights under, or otherwise adversely affect any of the rights of the Companies, the Subsidiaries or the Group Companies under any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties theretoSeller Contract. The Company Seller has furnished or made available to Parent the Purchaser true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase ordersSeller Contracts, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain including any material executory or continuing terms, conditions, obligations or rights)amendments thereto.

Material Contracts. (a) Section 3.13(a) Schedule 3.24 delivered to HNWC by AMCON prior to the execution of the Company Disclosure Schedule contains a listing of this Agreement lists all Contracts described in clauses (i) through (xiii) below material contracts and agreements to which, as of the date of this Agreementhereof, the Company AMCON or its Subsidiaries any AMCON Subsidiary is a party or by which they are boundAMCON or any AMCON Subsidiary is bound or under which AMCON or any AMCON Subsidiary has or may acquire any rights, other than a Company Benefit Planwhich were not filed prior to the date hereof as exhibits to AMCON SEC Documents, and that are not expired which involve or have not been terminated and not including any Contracts pursuant relate to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) obligations of AMCON or any Contract relating to Indebtedness AMCON Subsidiary for borrowed money or other indebtedness where the amount of such obligations exceeds $6,000,000 individually, (ii) the Company lease by AMCON or its Subsidiaries any AMCON Subsidiary, as lessee or to lessor, of real property for rent of more than $6,000,000 per annum, (iii) the placing purchase or sale of a Lien goods (other than a Permitted Lienraw material to be purchased by AMCON on terms that are customary and consistent with the past practice of AMCON and in amounts and at prices substantially consistent with past practices of AMCON) on any material assets or properties services with an aggregate minimum purchase price of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operatesmore than $6,000,000 per annum, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) rights to manufacture and/or distribute any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, product which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from accounted for more than $45,000,000 of the Company or consolidated revenues of AMCON and its Subsidiaries during the fiscal year ended September 30, 2000 or under which AMCON or any AMCON Subsidiary received or paid license or other fees in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than during any Non-Scheduled Contracts); year, (v) the purchase or sale of assets or properties not in the ordinary course of business having a purchase price in excess of $6,000,000, (vi) the right (whether or not currently exercisable) to use, license (including any Contract that "in-license" or "outlicense"), sublicense or otherwise exploit any intellectual property right or other proprietary asset of AMCON or of any of Subsidiary of AMCON or any other Person which, is material to AMCON; (vii) any material collaboration or joint venture or similar arrangement; (viii) the restriction on the right or ability of AMCON or any Subsidiary of AMCON (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closingother Person, (B) contains to acquire any exclusivityproduct or other asset or any services from any other Person, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting to solicit, hire or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of retain any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiaryas an employee, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xviD) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person; (ix) any employment currency hedging; or consulting Contract with severance, change in control, retention (x) individual capital expenditures or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries commitments in excess of $300,000 6,000,000. All such contracts and agreements are duly and validly executed by AMCON or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties theretosuch AMCON Subsidiary, and is are in full force and effect and enforceable in accordance with its terms against the Company or all material respects. Neither AMCON nor any of its Subsidiaries has violated or breached, or committed any default under, any contract or agreement, and, to the Company’s Knowledgeknowledge of AMCON, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium no other Person has violated or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach ofbreached, or committed any default under, any contract or agreement, which violation, breach or default (alone or in combination with other violations, breaches or defaults under such contract or agreement or under other contracts or agreements) has had or may reasonably be expected to have an AMCON Material Contract and (iii) no Adverse Effect. No event has occurred that (with or without due which, after notice or lapse the passage of time or both, would constitute a default by AMCON or any Subsidiary of AMCON under any contract or agreement or give any Person the right to (A) would result declare a default or exercise any remedy under any contract or agreement, (B) receive or require a rebate, chargeback, penalty or change in a material breach ofdelivery schedule under any contract or agreement, (C) accelerate the maturity or performance of any contract or agreement, or default under(D) cancel, terminate or modify any Material Contract by the Company contract or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and thatagreement, in each casecase which, do not contain any together with all other events of the types referred to in clauses (A), (B), (C) and (D) of this sentence has had or may reasonably be expected to have an AMCON Material Adverse Effect. All such contracts and agreements will continue, after the Effective Time, to be binding in all material executory or continuing terms, conditions, obligations or rights)respects in accordance with their respective terms until their respective expiration dates.

Material Contracts. (a) Section 3.13(a3.17(a) of the Company Disclosure Schedule contains sets forth a listing of all Contracts described in clauses (i) through (xiii) below to whichtrue, complete and correct list, as of the date of this Agreement, of each of the following Contracts to which any Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the being “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien all Contracts (other than a Permitted LienLeases listed in Section 3.14(b) on any material assets or properties of the Disclosure Schedule) involving total annual payments by any Company party thereto of more than $2,000,000 within the 12-month period prior to the last day of the most recent completed quarterly period, except in each case for those Contracts that are cancelable by a Company without penalty or its Subsidiariesfurther payment and for those Contracts that are cancelable by a Company with notice of 90 days or less; (ii) any Contract under which the Company all employment Contracts with employees whose current annual salary is in excess of $100,000 and Contracts with independent contractors or its Subsidiaries consultants (or similar arrangements) whose current annualized consulting fee is lessee in excess of or holds or operates$100,000, except in each case, any tangible property (other than real property), owned case for those Contracts that are cancelable by any other Person, except for any lease a Company without penalty or agreement under which the aggregate annual rental payments do not exceed $500,000further payment with notice of 60 days or less; (iii) any Contract all Contracts relating to or guaranteeing Indebtedness for borrowed money, or under which the Company any note, bond indenture, mortgage, security interest or its Subsidiaries is lessor other evidence of or permits any third party to hold or operateIndebtedness has been issued, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed case having an outstanding principal amount in excess of $200,0002,000,000; (iv) all Contracts that limit or purport to limit the ability of any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected Company to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any geographic area or that would so limit during any period of time or purport to limitcontain a “most favored nations” provision, in any such case to the extent that such limitation or provision is material respect, to the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability business of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit Companies; (v) all Contracts with any potential employee or customer, Governmental Authority involving total annual payments in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any excess of its Affiliates after the Closing$2,000,000; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) the top 20 Contracts with Third-Party Payors entered into by the Company or its Subsidiaries Companies based on the amount of revenue to the Companies in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreementcalendar year 2005; (vii) any Contract requiring the Company or its Subsidiaries top 20 Contracts with submitters of medical and dental-claims transactions entered into by the Companies based on the aggregate number of medical and dental-claims transactions submitted to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000Companies during calendar year 2005; (viii) any Contract under which entered into prior to the Company or its Subsidiaries has, directly or indirectly, made or agreed date of this Agreement with respect to make any loan, advance, or assignment the acquisition of payment to any Person outside providing for an earnout obligation of a Company contingent or otherwise, which obligation continues in any respect after the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Persondate hereof; (ix) any Contract required not described in Section 3.17(a)(viii) which was entered into in the three year period prior to be disclosed on Section 3.19 the date of this Agreement with respect to the Company Disclosure Schedule;acquisition of any Person providing for indemnification or other obligation of a Company, contingent or otherwise, which obligation continues in any respect after the date hereof; and (x) any Contract with any Person all joint venture agreements or partnership agreements (A) pursuant to which other than contracts entered into in the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion ordinary course of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rightsCompanies).

Material Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to which, Except as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure ScheduleSchedule 3.9 hereto, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) none of the Company or any of its Subsidiaries is a party to make any payment oral or incur any Liability as a result of the consummation of the transactions contemplated by this Agreementwritten contract, termination of employment commitment or both; and agreement (xviii) any that, other Contract the performance of which requires either (A) annual payments than with respect to or from Material Leases, obligates the Company or its Subsidiaries in excess of $300,000 any Subsidiary to pay or (B) aggregate payments to or from entitles the Company or its Subsidiaries in excess any Subsidiary to receive an amount, from and after the date hereof, of $1,500,000 over 250,000 or more annually; (ii) restricting the life Company's or any Subsidiary's ability to conduct the outdoor or mall advertising business generally in any geographic location (including applicable non-competes or similar agreements); (iii) that provides for the lease, sublease, license or other similar rights of possession or occupancy of real property (as tenant, occupier or possessor) used primarily for billboard sites, pursuant to which the agreement and, in each case, that is not terminable current net annual rent payable by the applicable the Company or its Subsidiaries without penalty upon less than thirty any Subsidiary currently exceeds $50,000 (30the "MATERIAL LEASES"); or (iv) days’ prior written notice. (i) Each Material Contract is valid and binding on evidences indebtedness of the Company or any Subsidiary for money borrowed (whether incurred, assumed, guaranteed or secured by any asset) and, with respect to all such contracts, commitments and agreements, except as set forth on Schedule 3.9 hereto, neither the Company nor any of its Subsidiaries, as applicablenor, to the knowledge of the Company’s Knowledge, any other party to any such contract, commitments and agreements is, in breach thereof or default thereunder and there does not exist under any provision thereof, to the counterparties theretoknowledge of the Company, any event that, with the giving of notice or the lapse of time or both, would constitute such a breach or default, except for such breaches, defaults and is events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Material Adverse Effect. Complete and correct copies of each contract, commitment and agreement set forth on Schedule 3.9 have been furnished or made available to Buyer, and, to the knowledge of the Company, all of such contracts, commitments and agreements are valid, binding and in full force and effect except for such failures to be so valid, binding and enforceable in accordance with its full force and effect which, individually or in the aggregate, would not a Material Adverse Effect. (b) Pursuant to the terms against of the Credit Agreement and the Revolving Credit Commitments or other applicable governing documents, the Obligations and any other Indebtedness of the Company or and its Subsidiaries andthereunder may be pre-paid by Buyer on the Closing Date pursuant to Section 6.10, subject to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)requirements contemplated thereby.

Material Contracts. (a) Section 3.13(a) Except for the implementation of the Company Disclosure Schedule contains a listing of all Contracts described any Reorganization in clauses substantial conformity with its respective Reorganization Plan: (i) through enter into any Contract, or amend or modify (xiiiincluding by entering into a new Contract with such party or otherwise) below to which, as or waive any of the date material terms of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) Material Contract outside of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; Ordinary Course; (ii) enter into any Contract, that would, if entered into prior to the date hereof, be a Material Contract under which of the Company or its Subsidiaries is lessee of or holds or operates, type described in each case, any tangible property (other than real propertySections 2.15(a)(iii), owned by any other Person(iv), except for any lease (v), or agreement under which the aggregate annual rental payments do not exceed $500,000; (vi); (iii) enter into, amend, modify or terminate any Contract under or waive, release or assign any rights or claims thereunder, which if so entered into, modified, amended, terminated, waived, released or assigned would be reasonably likely to (X) adversely affect the Company or and its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (ivtaken as a whole) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (BY) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict impair the ability of the Company or its Subsidiaries Sellers to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually perform their respective obligations under this Agreement or (BZ) $1,000,000 over prevent or materially delay or impair the life completion of the agreement; Transactions; (viiiv) enter into any Material Contract requiring with up-front cash payments outside the Company Ordinary Course; or its Subsidiaries to guarantee the Liabilities of (v) extend or terminate any Person Material Contract (other than renewals upon expiration in the Company Ordinary Course or a Subsidiary) termination upon the expiration of the term thereof or pursuant to which any Person (other than by the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiaryapplicable counterparty); provided, that, in each case this Section 5.2(d) shall not require the Company to seek or obtain Parent’s consent in excess of $200,000; (viii) any Contract under order to set or change the prices at which the Company sells products or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advanceprovides services, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually enter into or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) amend any Contract for the disposition sale of any portion products or provision of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made services, in each case on commercially reasonable terms and in the Ordinary Course so long as such Contract is not or would not be (if entered into prior to the Agreement) a Material Contract under Section 2.15(a)(v); provided, further, that, for purposes of Businessthis Section 5.2(d), the thresholds in Section 2.15(a)(i) shall be deemed to be $5,000,000 for an individual Contract or under which $10,000,000 in the aggregate for related Contracts in any fiscal year. Enter into any Contract, or amend or modify (including by entering into a new Contract with such party or otherwise) or waive any of the material terms of any Contract involving a license of Intellectual Property that is material to the Company or and its Subsidiaries has any continuing obligation with respect which (i) would restrict the Company’s ability to an “earn-out,” contingent purchase price license or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority use such Intellectual Property or (Cii) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent involves consideration or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract material terms that are not consistent with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees past ordinary course commercial practices of the Company or and its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights).

Material Contracts. (a) Section 3.13(a) of Other than the Company Disclosure Schedule contains Transaction Documents, documents in connection with the Permitted Indebtedness, Existing Indebtedness and Existing Security and those Contracts as Disclosed in the Target SEC Filings, no Group Member is a listing of all Contracts described in clauses (i) through (xiii) below to whichparty to, or bound by as of the date of this Agreementsuch representation is being made, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Material Contract (as defined below). The following Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required shall be deemed to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto):: (i) any Contract relating to Indebtedness for borrowed money entered into otherwise than in the ordinary course of business, including the Company or its Subsidiaries or to Service Agreements with the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its SubsidiariesPartners; (ii) any Contract under which the Company agreement or arrangement otherwise than by way of negotiation at arm’s length having a total contract value greater than US$10,000,000 (or its Subsidiaries is lessee of or holds or operates, equivalent in each case, any tangible property (other than real propertycurrencies), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any sale or purchase option or similar Contract under which the Company or its Subsidiaries is lessor of or permits arrangement affecting any third party to hold or operate, in each case, any tangible property (other than real property), material Assets owned or controlled used by the Company any Group Member or its Subsidiaries, except for by which any lease or agreement under which the aggregate annual rental payments do not exceed $200,000Group Member is bound; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization Contract which cannot readily be fulfilled or research performed by any Group Member on time or development Contract, without undue or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess unusual expenditure of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts)US$1,000,000; (v) any Contract that (A) limits which Issuer Group does not have the technical and other capabilities or purports the human and material resources to limitenable it to fulfill, perform and discharge all its outstanding obligations in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line ordinary course of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations without realizing a loss of Parent or any at least US$1,000,000 on closing of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closingperformance; (vi) any Contract requiring substantially restricting the freedom of any future capital commitment Group Member to provide and take goods and services or capital expenditure (or series of capital expenditures) to manage its own business affairs by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreementsuch means and from and to such persons as it may from time to time think fit; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which (a) any Person Group Member incurs Indebtedness with the aggregate amount of principal and interest payments greater than US$10,000,000 or (other than the Company or a Subsidiaryb) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000any Group Member provides any guarantee; (viii) any Contract under which the Company whereby any Group Member is, or its Subsidiaries has, directly or indirectly, made or has agreed to make become, a member of any loanjoint venture, advance, consortium or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, partnership or other investment in, any Personunincorporated association; (ix) any Contract required whereby any Group Member is, or has agreed to be disclosed on Section 3.19 of the Company Disclosure Schedulebecome, a party to any distributorship or agency agreement; (x) any Contract with that is void, illegal, unenforceable or which contravene any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Propertyapplicable laws and regulations; (xi) any Contract for that prohibits or materially restricts the disposition sale, disposal or transfer of any portion of the assets Equity Securities (or business of the Company or its Subsidiaries or for the acquisition any interests therein) owned by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligationTarget; (xii) any settlementshareholder agreements, conciliation joint venture agreements or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); andpartnership agreements; (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment contracts or consulting Contract arrangements with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) senior managers of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or bothTarget; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights).

Material Contracts. (a) Except for this Agreement, Section 3.13(a4.17(a) of the Company Disclosure Schedule Letter contains a listing of all Contracts described in clauses (i) through (xiii) below to whichcomplete and correct list, as of the date hereof, of each Contract described in this Agreement, Section 4.17(a) under which the Company or its Subsidiaries any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company or any Company Subsidiary is a party or by to which they are boundany of their respective properties or assets is subject, other than a any Company Benefit PlanPlans (all Contracts of the type described in this Section 4.17(a), and that are whether or not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) 4.17 of the Company Disclosure ScheduleLetter, the being referred to herein as “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any each Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted LienCompany Leases) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, respect the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its Subsidiaries affiliates after the Effective Time) to compete or engage or compete in any line of business or geographic region or with any Person or in sell, supply or distribute any area product or service or that would so limit or purport to limit, otherwise has the effect of restricting in any material respectrespect the Company, the operations of Company Subsidiaries or affiliates (including Parent or any of and its Affiliates affiliates after the ClosingEffective Time) from the development, (B) contains any exclusivity, “most favored nation” marketing or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability distribution of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customerproducts and services, in each case, in any geographic area; (ii) any material respect partnership, strategic alliance, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,000; (iv) each Contract that provides for the Company or any Company Subsidiary to obtain a service, license, product, product line, operations or line of business from any Person (including any of the Material Suppliers) that involves annual payments or consideration in excess of $2,000,000, or that would so limit or purports contains any minimum purchase commitments in excess of $2,000,000 annually; (v) each Contract that gives any Person the right to limit, in acquire any material respect, Parent assets of the Company or any of its Affiliates Company Subsidiary (excluding ordinary course commitments to purchase goods or products) after the Closingdate hereof with consideration of more than $1,000,000; (vi) any settlement or similar Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreementwith a Governmental Entity, other than those relating to Taxes; (vii) any Contract requiring the Company or its Subsidiaries except as has not been, and would not reasonably be expected to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business orbe, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract (other than Company Leases) not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,000,000 in the fiscal year ended February 1, 2025, or is obligated to pay or entitled to receive payments in excess of $2,000,000 in the twelve (12) month period following the date hereof, other than Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries; (ix) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000 per annum; (x) except where the exercise of any such right or imposition of such limitation has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (xi) each Contract that contains any exclusivity rights or “most favored nations” provisions, in each case, that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract governing any collaboration, co-promotion, strategic alliance or design project contract which, in each case, is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) each Contract evidencing or relating to outstanding Indebtedness (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $200,000 1,000,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or made any capital contribution to, or other investment in, any Personbetween wholly owned Company Subsidiaries; (ixxiv) any each Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or any Company Subsidiary grants or receives any license, option, waiver, covenant not to assert or similar right with respect to Intellectual Property that is material to the businesses of the Company and the Company Subsidiaries, taken as a whole, or agrees to limit its use or exploitation of any material Company IP in any material respect, including pursuant to any settlement agreement, coexistence agreement or similar arrangement, other than (A) non-exclusive licenses granted to the Company or Company Subsidiaries (for generally available Software or Parent or any of its Affiliates after the Closing) is or may be required to pay milestonesinformation technology services on substantially standardized terms, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or and (B) under Contracts that otherwise constitute Material Contracts identified on Section 4.17 of the Company Disclosure Letter and in which the grants of rights to use Intellectual Property are incidental to performance thereunder; (xv) each Contract between the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its SubsidiariesSubsidiary, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the director or affiliate (other than a wholly owned Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingentSubsidiary) of the Company or any Company Subsidiary, any beneficial owner, directly or indirectly, of its Subsidiaries to make any payment or incur any Liability as a result more than five percent (5%) of the consummation shares of Company Common Stock or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the transactions contemplated by this AgreementExchange Act), termination of employment on the other hand, including any Contract pursuant to which the Company or bothany Company Subsidiary has an obligation to indemnify such officer, director, affiliate, beneficial owner or family member; (xvi) each Contract with a Material Supplier; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC). (b) True and complete copies of each Material Contract in effect as of the performance date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of which requires either (A) annual payments or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or from in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement Subsidiary which is party thereto and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties of each other party thereto, and is in full force and effect effect, subject to the Enforceability Limitations and enforceable any expiration thereof in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect existing as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain without any material executory or continuing terms, conditions, obligations or rights)breach.

Material Contracts. (a) Section 3.13(a) 4.17 of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to whichlist, as of the date hereof, of this Agreement, each contract or agreement that is a “material contract” (as such term is defined in Item 601(b) (10) of Regulation S-K of the SEC) and each of the following types of contracts and agreements to which the Company or any of its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts contracts and agreements as are required to be set forth on in Section 3.13(a) 4.17 of the Company Disclosure Schedule, Schedule being the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) each contract and agreement that (A) is reasonably likely to involve consideration of more than US$500,000 during the calendar year ending December 31, 2010, or (B) is reasonably likely to involve consideration of more than US$1,000,000, in the aggregate, over the remaining term of such contract, except any Contract relating to Indebtedness for borrowed money of such contract that can be canceled by the Company or any of its Subsidiaries for any reason without penalty or to the placing of a Lien (other further payment and without more than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries90 days’ notice; (ii) any Contract under material license or similar agreement, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any of its Subsidiaries, or income or revenues related to any product of the Company or any of its Subsidiaries, to which the Company or any of its Subsidiaries is lessee a party, that (A) is reasonably likely to involve consideration of more than US$500,000 during the calendar year ending December 31, 2010, or holds or operates(B) is reasonably likely to involve consideration of more than US$1,000,000, in each casethe aggregate, over the remaining term of such agreement, payable by the Company or any tangible property (other than real property), owned by of its Subsidiaries to any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000third party; (iii) any Contract under which the Company or its Subsidiaries is lessor all contracts and agreements evidencing Indebtedness in excess of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000US$1,000,000; (iv) all contracts and agreements with any (A) joint ventureGovernmental Authority, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, to which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or any of its Subsidiaries in excess of $1,000,000 over is a party, that are material to the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts)and its Subsidiaries taken as a whole; (v) any Contract all distributor agreements material to the Company and its Subsidiaries taken as a whole; (vi) all Leases material to the Company and its Subsidiaries taken as a whole; (vii) all contracts and agreements that (A) limits limit, or purports purport to limit, in any material respect, respect the freedom ability of the Company or any of its Subsidiaries to engage or compete in any line of business or with any Person or entity or in any geographic area or that would so limit or purport to limit, in during any material respect, the operations period of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000time; (viii) any Contract under which the Company partnership, joint venture or its Subsidiaries has, directly similar agreement or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Personarrangement; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of all agreements obligating the Company or any of its Subsidiaries to make any individual payment in excess of US$25,000, or incur any Liability aggregate payments in excess of US$250,000, as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; anda change in control; (xviix) any other Contract the performance non-compete, non-solicitation or similar agreement with any director, officer or employee of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, ; and (xi) any agreement relating to the Company’s Knowledgeprospective acquisition or disposition of any material portion of the businesses of the Company and its Subsidiaries taken as a whole (whether by merger, sale of stock, sale of assets or otherwise). (b) Except as would not prevent or materially delay consummation of the counterparties theretoOffer or the Closing or would not have a Material Adverse Effect, (i) each Material Contract is a legal, valid and is in full force and effect and enforceable in accordance with its terms against binding obligation of the Company or its Subsidiaries and, to a Subsidiary of the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcyCompany or a Subsidiary of the Company, insolvencyas the case may be, reorganizationis not in material default under any Material Contract, moratorium or and none of the Material Contracts has been canceled by the other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)party, (ii) the Company or its Subsidiaries and, to the knowledge of the Company’s Knowledge, the counterparties thereto are not no other party is in material breach or violation of, or default under, any Material Contract, (iii) the Company and its Subsidiaries are not in receipt of, nor has the Company or any of its Subsidiaries sent, any written claim of default under any Material Contract and (iiiiv) no event has occurred that (with neither the execution of this Agreement nor the consummation of the Offer or without due notice or lapse of time or both) would result in the Closing shall constitute a material breach ofdefault, give rise to cancellation rights, or default under, otherwise adversely affect any rights under any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)Contract.

Material Contracts. Except for the Organization Documents of the Loan Parties and the other agreements set forth on Schedule 6.22 as of the Closing Date there are no (a) Section 3.13(a) employment agreements covering the management of the Company Disclosure Schedule contains a listing of all Contracts described in clauses Borrower or any Subsidiary, (ib) through (xiii) below to which, as collective bargaining agreements or other labor agreements covering any employees of the date of this AgreementBorrower or any Subsidiary, (c) agreements for managerial, consulting or similar services to which the Company Borrower or its Subsidiaries any Subsidiary is a party or by which they are it is bound, (d) agreements regarding the Borrower or any Subsidiary, its assets or operations or any investment therein to which any of its equity holders is a party or by which it is bound, (e) real estate leases, licenses of IP Rights or other than a Company Benefit Plan, and that are not expired lease or have not been terminated and not including any Contracts pursuant license agreements to which the Company has with no material outstanding Borrower or executory obligations any Subsidiary is a party, either as lessor or Liabilities (such Contracts lessee, or as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent licensor or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien licensee (other than a Permitted Lienlicenses arising from the purchase of “off the shelf” products), (f) on any material assets customer or properties of the Company or its Subsidiaries; (ii) any Contract under supply agreements to which the Company Borrower or its Subsidiaries any Subsidiary is lessee of or holds or operatesa party, in each case, any tangible property case with respect to the preceding clauses (other than real propertya), owned by any other Person(c), except for any (d), (e) and (f) solely to the extent the breach, default or the termination of such agreement, lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would license could reasonably be expected to require (based result in a material adverse effect on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract Product Development and Commercialization Activities or (Bg) any other Contract agreements or instruments to which the Borrower or any Subsidiary is a party, and the breach, nonperformance or cancellation of which, or the failure of which to renew, could reasonably be expected to have a Material Adverse Effect. Schedule 6.22 sets forth, with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant real estate lease agreement to which the Company or its Subsidiaries (or Parent Borrower or any of its Affiliates after the Closing) Subsidiary is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion a party as of the assets or business Closing Date, the address of the Company or its Subsidiaries or for subject property and the acquisition by the Company or its Subsidiaries annual rental (or, where applicable, a general description of the assets or business method of any other Person (other than acquisitions or dispositions made in computing the Ordinary Course of Businessannual rental), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the . The consummation of the transactions contemplated by this Agreement, the Loan Documents will not give rise to a right of termination in favor of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments party to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) any Material Contract. Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and (a) is in full force and effect and is binding upon and enforceable against the Borrower and its Subsidiaries party thereto and, to the knowledge of any Loan Party, all other parties thereto in accordance with its terms against terms, and (b) is not currently subject to any material breach or default by the Company Borrower or any Subsidiary or, to the knowledge of any Loan Party, any other party thereto. None of the Borrower nor any of its Subsidiaries has taken or failed to take any action that would permit any other Person party to any Material Contract to have, and, to the Company’s Knowledgeknowledge of any Loan Party, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default underno such Person otherwise has, any Material Contract defenses, counterclaims or rights of setoff thereunder (1) as of the Closing Date and (iii2) no event has occurred after the Closing Date that (with or without due notice or lapse of time or both) would could reasonably be expected to result in a material breach ofadverse effect on any Product Development and Commercialization Activities. As of the Closing Date, or default under, any Material Contract by none of the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof are non-assignable by their terms (other than purchase ordersthose certain agreements separately noted in Schedule 6.22 as being non-assignable) or as a matter of law, invoices, and similar confirmatory or administrative documents that are ancillary to prevent the main contractual relationship between the parties to granting of a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)security interest therein.

Material Contracts. (aSchedule 3.1(s) Section 3.13(a) of delivered to Parent by the Company Disclosure Schedule contains a listing prior to the execution of this Agreement lists all Contracts described in clauses (i) through (xiii) below material contracts and agreements to which, as of the date of this Agreementhereof, the Company or its Subsidiaries any Subsidiary is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries Subsidiary is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), bound or under which the Company or its Subsidiaries any Subsidiary has or may acquire any continuing obligation with respect rights, which were not filed prior to an “earn-out,” contingent purchase price the date hereof as exhibits to the Company Commission Filings, which involve or relate to (i) obligations of the Company or any Subsidiary for borrowed money or other contingent or deferred payment obligation; indebtedness where the amount of such obligations exceeds $100,000 individually, (xiiii) any settlement, conciliation or similar Contract (A) requiring monetary payments the lease by the Company or any Subsidiary, as lessee or lessor, of real property for rent of more than $100,000 per annum, (iii) the purchase or sale of goods (other than raw material to be purchased by the Company on terms that are customary and consistent with the past practice of the Company and in amounts and at prices substantially consistent with past practices of the Company) or services with an aggregate minimum purchase price of more than $100,000 per annum, (iv) rights to manufacture and/or distribute any Pharmaceutical Product which accounted for more than $100,000 of the consolidated revenues of the Company and its Subsidiaries after during the date fiscal year ended December 31, 1998 or under which the Company or any Subsidiary received or paid license or other fees in excess of this Agreement$100,000 during any year, (v) the purchase or sale of assets or properties not in the ordinary course of business having a purchase price in excess of $100,000, (vi) the right (whether or not currently exercisable) to use, license (including any "in-license" or "outlicense"), sublicense or otherwise exploit any intellectual property right or other proprietary asset of the Company or of any of Subsidiary of the Company or any other Person which, when considered together with all such other rights, is material to the Company; (vii) any material collaboration or joint venture or similar arrangement; (viii) the restriction on the right or ability of the Company or any Subsidiary of the Company (A) to compete with any other Person, (B) with a Governmental Authority to acquire any product or other asset or any services from any other Person, (C) that imposes to solicit, hire or retain any materialPerson as an employee, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xviD) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person; (ix) any employment currency hedging; or consulting Contract (x) individual capital expenditures or commitments in excess of $100,000. All such contracts and agreements are duly and validly executed by the Company or such Subsidiary, and are in full force and effect. Neither the Company nor any of its Subsidiaries has violated or breached, or committed any default under, any contract or agreement, and, to the knowledge of the Company, no other Person has violated or breached, or committed any default under, any contract or agreement, which violation, breach or default (alone or in combination with severanceother violations, breaches or defaults under such contract or agreement or under other contracts or agreements) has had or may reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. No event has occurred which, after notice or the passage of time or both, would constitute a default by the Company or any Subsidiary of the Company under any contract or agreement or give any Person the right to (A) declare a default or exercise any remedy under any contract or agreement, (B) receive or require a rebate, chargeback, penalty or change in controldelivery schedule under any contract or agreement, retention (C) accelerate the maturity or similar arrangementsperformance of any contract or agreement, that will result or (D) cancel, terminate or modify any contract or agreement, in any obligation each case which, together with all other events of the types referred to in clauses (absolute or contingentA), (B), (C) and (D) of this sentence has had or may reasonably be expected to have a material adverse effect on the Company or any of its Subsidiaries to make any payment or incur any Liability taken as a result of whole. Except as disclosed on Schedule 3.1(s), all such contracts and agreements will continue, after the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicableEffective Time, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable be binding in accordance with its their respective terms against until their respective expiration dates. As soon as practicable after the date hereof, the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement shall provide Parent with a list of creditors’ rights and subject to general principles all leases for real property for rent of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto more than $30,000 per annum which are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rightslisted on Schedule 3.1(s).

Material Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to whichEach contract, as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company document or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; instrument (xivcollectively "SEC Contracts") any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of to which the Company or any of its Subsidiaries is a party that was required to make be filed as an exhibit to the Company's annual report on Form 10-K for the year ended July 31, 1997 was so filed and, neither the Company nor any payment of its Subsidiaries (A) has entered into, from and after July 31, 1997, any contract, agreement or incur other document or instrument (other than this Agreement) that is required to be filed with the SEC that has not been so filed on or before the date of this Agreement or any Liability amendment, modification or waiver under any contract, agreement or other document or instrument that was previously so filed, which amendment, modification or waiver is required to be so filed (collectively "Additional SEC Contracts") or (B) except as listed on Schedule 4.1(s), is a result party to any oral or written agreement, plan or arrangement with any officer, director or employee of the consummation Company or of any Subsidiary of the Company (collectively "Material Employment Contracts" and together with the SEC Contracts and Additional SEC Contracts, the "Material Contracts") (1) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement, (2) providing severance benefits or other benefits after the termination of employment regardless of the reason for such termination of employment, (3) under which any person may receive payments subject to the tax imposed by Section 4999 of the Code, or both; and (xvii4) any other Contract of the performance benefits of which requires either (A) annual payments to will be increased, or from the Company or its Subsidiaries in excess vesting of $300,000 or (B) aggregate payments to or from benefits of which will be accelerated, by the Company or its Subsidiaries in excess occurrence of $1,500,000 over the life any of the agreement andtransactions 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. Except as set forth on Schedule 4.1(s), in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is a valid and binding on obligation of the Company or its Subsidiaries, as applicableand, to the Company’s Knowledge's knowledge, the counterparties thereto, each other party thereto and is in full force and effect and enforceable in accordance with its terms against without amendment. Except as set forth on Schedule 4.1(s), the Company or its Subsidiaries and, to the Company’s Knowledge's knowledge, each other party thereto has performed all obligations required to be performed by it through the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally date hereof under the enforcement of creditors’ rights Material Contracts and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are is not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or giving notice, or both) would result in a material breach of, or default under, in any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)respect thereunder.

Material Contracts. (a) Except for this Agreement, the Contracts filed as exhibits to the Company SEC Reports filed with the SEC prior to the date of this Agreement and as set forth on Section 3.13(a3.15(a) of the Company Disclosure Schedule contains Schedule, no Group Company is a listing party to, and no Group Company’s properties or assets are bound by, any of all the types of Contracts described listed in clauses (i) through (xiiixi) below to which, as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities Section 3.15(a) (such types of Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, being the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any each Contract relating that would be required to Indebtedness for borrowed money be filed by the Company pursuant to Item 4 of the Company or its Subsidiaries or Instructions to Exhibits to the placing of a Lien (other than a Permitted Lien) Company’s most recently filed annual report on any material assets or properties of the Company or its SubsidiariesForm 20-F; (ii) each Contract relating to any Contract under which Indebtedness in respect of any counterparty involving actual or potential liability to the Group Companies in excess of US$7,000,000 during any 12-month period, other than (x) Indebtedness receivable or payable solely between or among the Company’s wholly-owned Subsidiaries (including, for the purposes of this Section 3.15(a)(ii), the Operating Subsidiaries) or between or among the Company or and any of its wholly-owned Subsidiaries is lessee (including, for the purposes of or holds or operates, in each case, any tangible property (other than real propertythis Section 3.15(a)(ii), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000Operating Subsidiaries) and (y) accounts receivable and payable incurred in the ordinary course of business consistent with past practice; (iii) any each Contract under which the Company or its Subsidiaries is lessor in respect of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharingstrategic cooperation or collaboration arrangement, partnership, collaboration, co-promotion, commercialization joint sales or research or development Contractmarketing agreement, or similar Contractpartnership arrangement, in each case, which requires, or would reasonably be expected that is material to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life business of the Contract Group Companies taken as a whole or (B) other agreement involving a sharing of profits, losses, costs or liabilities by any Group Company that is material to the business of the Group Companies taken as a whole; (iv) each of the Contracts described under the caption “Item 4. Information on the Company—C. Organizational Structure” in the Company’s most recently filed annual report on Form 20-F, which (A) provide the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a majority of the equity interests (each, an “Operating Subsidiary”), (B) provide any Group Company the right or option to purchase the equity interests in any Operating Subsidiary, or (C) transfer economic benefits from any Operating Subsidiary to any other Subsidiary of the Company (the contracts and agreements described in (A), (B) and (C), together, the “Control Agreements”); (v) each Contract with respect pursuant to which the Company or any of its Subsidiaries (A) receives or is granted any license to any material Company Licensed Intellectual Property (other than any Nonnon-Scheduled Contractsexclusive license to off-the-shelf Software generally available on non-discriminatory pricing terms and other than a non-exclusive license granted in the ordinary course of the grantor’s business) or (B) grants any license to any material Intellectual Property (other than a non-exclusive license granted in the ordinary course of the grantor’s business), or each other Contract relating to Intellectual Property or IT Assets not covered by the foregoing (A) or (B) that is material to the Company and its Subsidiaries, taken as a whole; (vvi) any each Contract that involves the acquisition or disposition, directly or indirectly (Aby merger, license or otherwise), of any securities of any person (other than a Company Share Award) limits or any assets that have a fair market value or purchase price of more than US$3,000,000; (vii) each Contract (including any distribution agreements) that limits, or purports to limit, in the ability of any material respect, the freedom of the Group Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any geographic area or during any period of time in a manner that would so limit or purport is material to limitthe Group Companies, in any material respecttaken as a whole, the operations of Parent or any of its Affiliates after the ClosingContract that grants any exclusive rights to any third party (including any exclusive license or exclusive distribution or usage arrangements) if such Contract, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations exclusive rights or restrictions or (C) contains any other provisions restricting or purporting resulting therefrom are material to restrict the ability of the Company or its Subsidiaries to sellGroup Companies, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or taken as a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000whole; (viii) each Contract between any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its SubsidiariesGroup Company, on the one hand, and any labor union, labor organization directors or works council representing employees officers of any Group Company or their immediate family members or shareholders (other than Parent) of any Group Company holding more than 5% of the Company or its Subsidiariesvoting securities of any Group Company, on the other hand, under which there are material rights or obligations outstanding; (xivix) each Contract providing for any Contract with the earn-out or similar payment payable by any Group Company or its Subsidiaries, on the one hand, and to any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates person (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employmentother than to another Group Company); (xvx) each Contract providing for any employment, consulting, bonus, commissions change of control or similar payments to any Third Party in excess of US$2,500,000; (xi) each Contract involving payments by the Company or any of its Subsidiaries in excess of US$7,000,000 in the aggregate under each Contract, other compensation than payments between or among the Company’s wholly-owned Subsidiaries (including, for the purposes of this Section 3.15(a)(xi), the Operating Subsidiaries) or between or among the Company and any of its wholly-owned Subsidiaries (including, for the purposes of this Section 3.15(a)(xi), the Operating Subsidiaries); (xii) each Contract relating to any capital expenditure or any disbursement Contract with an employee a contract value exceeding US$7,000,000; (xiii) each Contract relating to a royalty or individual consultant or independent contractor, involving aggregate payments dividend arrangement that involves payment by the Company of more than $500,000 per year; (xvi) any employment US$5,000,000 annually based on revenues or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) profits of the Company or any of its Subsidiaries or based on the revenues or profits derived from any material Contract; (xiv) each share or stock redemption or purchase or other Contract affecting or relating to make any payment or incur any Liability as a result the share capital of the consummation Company or any of its Subsidiaries, including each Contract with any shareholder of the transactions contemplated by this AgreementCompany or any of its Subsidiaries which includes anti-dilution rights, termination voting arrangements or operating covenants; (xv) each Contract under which the Company or any of employment its Subsidiaries has granted any Person any registration rights, or bothany right of first refusal, first offer or first negotiation with respect to any Ordinary Shares or securities of any Subsidiaries of the Company; and (xviixvi) any other each Contract the performance of that contains a put, call or similar right pursuant to which requires either (A) annual payments to or from the Company or any of its Subsidiaries in excess of $300,000 could be required to purchase or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiariessell, as applicable, any equity interests of any Person. (b) Except as would not, individually or in the aggregate, reasonably be expected to the have a Company Material Adverse Effect, (i) each Material Contract is a legal, valid and binding obligation of a Group Company’s Knowledge, the counterparties theretoas applicable, and is in full force and effect and enforceable against the such Group Company in accordance with its terms terms, subject to the Bankruptcy and Equity Exception, (ii) to the Company’s knowledge, each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception, (iii) no Group Company or its Subsidiaries and, to the Company’s Knowledgeknowledge, the counterparties thereto (subject no counterparty, is or is alleged to applicable bankruptcy, insolvency, reorganization, moratorium be in breach or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach violation of, or default under, any Material Contract and Contract, (iiiiv) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledgeknowledge, no person intends to terminate any Material Contract and (v) neither the counterparties theretoexecution of this Agreement nor the consummation of any Transaction shall constitute a material default under, give rise to cancellation rights under, or otherwise adversely affect any of the material rights of any Group Company under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase ordersContracts, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain including any material executory or continuing terms, conditions, obligations or rights)amendments thereto.

Material Contracts. (a) Section 3.13(a3.7(a) of the Company Disclosure Schedule contains Schedules sets forth a listing list of all the following Contracts described in clauses to which any RemainCo Entity (ias it relates to the Business) through (xiii) below to whichor any Group Company is, as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they any of the assets or properties of any RemainCo Entity (as it relates to the Business), any Group Company or the Business are bound, other than a Company Benefit Plan, and that are not expired bound or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities subject (such Contracts as are each Contract required to be set forth on Section 3.13(a3.7(a) of the Company Disclosure ScheduleSchedules, together with each of the Contracts entered into after the date hereof that would be required to be set forth on Section 3.7(a) of the Company Disclosure Schedule if entered into prior to the execution and delivery of this Agreement, collectively, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the any Group Company or its Subsidiaries the Business which exceed $50,000 individually or to $100,000 in the placing aggregate, or the incurrence of a any Lien (other than a Permitted Lien) on any material assets or properties of the any Group Company or its Subsidiariesthe Business in connection thereof; (ii) any Contract under which the any Group Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Personin each case, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000100,000; (iii) any Contract under which the any Group Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiariesin each case, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000100,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would Contract that is reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate annual payments to or from any RemainCo Entity (as it relates to the Business), any Group Company or its Subsidiaries in excess the Business of more than $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts)50,000; (v) any Contract with any Significant Customer or Significant Supplier; (vi) any Contract with any Person that distributes, retransmits or otherwise makes available content to subscribers or other customers with respect to the distribution or retransmission of, or the granting of rights or the licensing of, any content related to the Business; (vii) any Contract with any Person with respect to the (co-)production of any content related to the Business; (viii) any Contract concerning the establishment or operation of a partnership, strategic alliance, joint venture, limited liability company or similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, joint venture or limited liability company or other similar Contract; (ix) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the any Group Company or its Subsidiaries the Business to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent TopCo or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or restrictions, (C) contains any other provisions substantially restricting or purporting to restrict the ability of the any Group Company or its Subsidiaries the Business to sell, manufacture, sell or develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect customer or that would so limit or purports to limit, in any material respectrespect TopCo, Parent or any of its Affiliates after the Closing, or (D) obligates any Group Company or the Business to purchase or otherwise obtain any product or service exclusively from a single third party or granting any third party the exclusive right to develop, market, sell or distribute the products or services of the Business; (vix) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 50,000 annually or (B) $1,000,000 100,000 over the life of the agreement; (viixi) any Contract requiring any RemainCo Entity (as it relates to the Business) or any Group Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a SubsidiaryGroup Company, in each case in excess of $200,00050,000; (viiixii) any Contract to which any Group Company is party under which the such Group Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any PersonPerson in excess of $50,000; (ixxiii) any Commingled Contracts; (xiv) any Contract required to be disclosed on Section 3.19 of which any RemainCo Entity (as it relates to the Business) or any Group Company Disclosure Schedule; (x) is party that has been entered into at any Contract with any Person (A) time within the three year period prior to the date hereof pursuant to which the such RemainCo Entity or Group Company acquired or its Subsidiaries (disposed of a business, assets or Parent equity interests with a purchase price in excess of $50,000 or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) such Contract under which the such RemainCo Entity or Group Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation obligation, including with respect to an indemnity, “earn-out,” ”, contingent purchase price or other contingent or deferred payment obligation; (xiixv) any settlementContracts pursuant to which any RemainCo Entity or any Group Company grants or receives a (sub-)license, conciliation covenant not to sue or other right or immunity with respect to any Intellectual Property Rights that is (or the tangible embodiment of which is) incorporated into, or distributed or used with, any Company Product or that is otherwise material to the Business, other than non-exclusive licenses granted on generally available terms with respect to off-the-shelf un-customized software; (xvi) any Contract that would reasonably be expected to prevent, materially delay or materially impede FCB’s or such Group Company’s ability to consummate the Transactions; (xvii) any Contract to which any Group Company is party (A) that was not negotiated and entered into on an arm’s length basis or any other Contract in respect of a Related Party Transaction or (B) with current or former officers, directors or employees of such Group Company pursuant to which such Group Company has indemnification obligations. (xviii) any Contract in which the counterparty is a Governmental Entity or any of their respective Affiliates; (xix) any Collective Bargaining Agreement or any other Contract with any Employee Representative Body, in each case, covering any Business Employee; (xx) any settlement or other similar Contract (A) requiring monetary that is reasonably likely to be required to make any payments by the Company or its Subsidiaries after the date to any Person of this Agreementmore than $50,000, (B) with a Governmental Authority Entity or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-monetary obligations on the any Group Company or its Subsidiaries the Business; (xxi) any Contract pursuant to which any investment banker or Parent other Person is entitled to a fee or any of its Affiliates after commission in connection with the Closing)Transactions; and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xviixxii) any other Contract or group of related Contracts that, individually or in the performance aggregate, if terminated or subject to a default by any party thereto, would have or would reasonably be expected to have a Company Material Adverse Effect. (b) A copy of which requires either (A) annual payments each Material Contract has been made available by BP to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written noticeMountain. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect effect, valid and binding on, and enforceable in accordance with its terms against against, a Group Company and/or a RemainCo Entity, as the Company or its Subsidiaries case may be, and, to the Company’s KnowledgeKnowledge of BP, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or each other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity)party thereto, (ii) none of the Company Group Companies or its Subsidiaries andthe RemainCo Entities (as the case may be) nor, to the Company’s KnowledgeKnowledge of BP, the counterparties thereto are not in material breach ofany other party thereto, has taken or failed to take any action that, with or without notice, lapse of time, or both, would or would reasonably be expected to (A) constitute a breach, violation or a default under, under any Material Contract or (B) give any Person the right to declare in default or exercise any remedy under any Material Contract (including the right to accelerate the maturity or any performance thereunder, or to cancel, terminate or modify any Material Contract) and (iii) no event none of the RemainCo Entities or the Group Companies has occurred that (with or without due received written notice or lapse of time or both) would result in from any party to a material breach of, or default under, any Material Contract by the Company or its Subsidiaries orof any intention to terminate, to the Company’s Knowledge, the counterparties thereto. The Company has made available seek renegotiation of terms or to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and thatnot renew, in each case, do except in the case of each of clauses ‎(i), ‎(ii) and ‎(iii) as would not contain reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of BP, no counterparty to any material executory Material Contract is in breach or continuing terms, conditions, obligations or rights)violation thereof.

Material Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses Except (i) through as filed as exhibits to the Company SEC Documents, (xiiiii) below to whichfor this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date of this Agreementhereof, neither the Company or its Subsidiaries nor any Subsidiary of the Company is a party to or is bound by which they are boundany Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, other than a Company Benefit Plan2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are not expired or have not been terminated and not including any ancillary to Contracts pursuant to which the Company has with no material outstanding revenue is paid or executory obligations or Liabilities (such Contracts as are required payable to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which that is with the ten (10) largest vendors of the Company or and its Subsidiaries is lessor during the fiscal year ended January 31, 2024 (as determined based on cost of or permits any third party goods and services paid to hold or operate, in each case, any tangible property (other than real property), owned or controlled such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or its Subsidiariesstatements of work or invoices entered into in the ordinary course of business, except for any lease and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or agreement under which payable by the aggregate annual rental payments do not exceed $200,000Company); (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development that is a Government Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, evidencing a capital expenditure for which future payments are required in any material respect, the freedom excess of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing$5,000,000; (vi) relating to the disposition or acquisition of any Contract requiring business, equity, or all or substantially all of the assets of any future capital commitment or capital expenditure (or series Person for aggregate consideration in excess of capital expenditures) $5,000,000 by the Company or any of its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course ordinary course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) business pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any have material Company Product or any material Intellectual Propertycontinuing obligations; (xivii) containing (A) a covenant or other provision limiting in any Contract for material respect the disposition of any portion of the assets or business ability of the Company or its Subsidiaries or for the acquisition by any Subsidiary of the Company to compete or its Subsidiaries engage in any line of the assets business or business of to compete with any other Person (in any geographic area, other than acquisitions any customary employee non-solicitation or dispositions made no-hire clauses entered into in the Ordinary Course ordinary course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreementbusiness, (B) with a Governmental Authority “most favored nation”, “exclusivity” or similar provisions, (C) that imposes any material, non-monetary obligations on the Company a right of first refusal or its Subsidiaries (or Parent or any right of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and first offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, right that will result in any obligation (absolute or contingent) limits the ability of the Company or any of its Subsidiaries to make any sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment or incur any Liability as a result obligation of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or and its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement andSubsidiaries, in each case, that is not terminable by material to the applicable Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries without penalty upon less of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than thirty non-exclusive licenses granted to customers in the ordinary course of business, and/or (30C) daysthat is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ prior written noticeagreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (ib) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract is Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or its Subsidiariesthe applicable Subsidiary of the Company, as applicablethe case may be, and, to the Knowledge of the Company’s Knowledge, the counterparties each other party thereto, and is (B) in full force and effect effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and enforceable other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in accordance with its terms against the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company or its Subsidiaries nor any Subsidiary of the Company has, and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement Knowledge of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, none of the counterparties other parties thereto are not in material breach have, violated any provision of, or default committed or failed to perform any act under, any Material Contract and (iii) no event has occurred that or condition exists, which (with or without due notice or notice, lapse of time or both) would result in constitute a material breach of, of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract by has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and thatthan, in each case, do as would not contain any material executory or continuing terms, conditions, obligations or rights)reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Section 3.13(a) of Except for this Agreement, the Company Disclosure Schedule contains a listing Benefit Plans, the OpCo Spin-Off Agreements and agreements filed as exhibits to the Company SEC Documents (including, for the avoidance of all Contracts described in clauses (i) through (xiii) below doubt, those that are filed with the SEC at any time prior to whichthe date hereof and incorporated by reference thereto), as of the date of this Agreement, neither the Company or nor any of its Subsidiaries is a party to or bound by which they are bound(for avoidance of doubt, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant each of clauses (i) through (xii) below being subject to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) first sentence of the Company Disclosure Schedule, preamble to this Article III and shall only apply to the “Material Contracts”). True, correct and complete copies of the Contracts listed extent any Contract or arrangement referred to in clauses (i) through (xii) would be binding on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent PropCo or its agents or representatives, together with all amendments theretoSubsidiaries at the Effective Time): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any material Contract relating that will be binding on PropCo or any of its Subsidiaries as of the Effective Time; (iii) any Contract that involved individual or aggregate payments or consideration of more than $500,000 in the twelve-month period ended June 30, 2015, or is expected to Indebtedness involve individual or aggregate payments or consideration of more than $500,000 in the twelve-month period beginning June 30, 2015 (it being understood that the Company is not making any representation or warranty as to the actual amount of future payments that will be received under any such Contract), for borrowed money of goods and services furnished by or to the Company or its Subsidiaries or to the placing any of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (iiiv) any Company Real Property Leases having a remaining term of more than twelve (12) months and involving a payment of more than $100,000 annually; (v) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the ClosingSubsidiaries has continuing material indemnification, (B) contains any exclusivity, “most favored nation” earnout or similar provisionsobligations to any third person, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict than those entered into in the ability ordinary course of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closingbusiness consistent with past practice; (vi) any Contract requiring any future for capital commitment or capital expenditure (or series expenditures involving payments of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) more than $1,000,000 over individually or in the life aggregate, by or on behalf of the agreementPropCo or any of its Subsidiaries; (vii) any Contract requiring the Company involving a joint venture or its Subsidiaries to guarantee the Liabilities strategic alliance or partnership agreement or other sharing of profits or losses with any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000person; (viii) any Contract relating to indebtedness under which the principal amount outstanding thereunder payable by the Company or any of its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of is greater than $200,000 or made any capital contribution to, or other investment in, any Person1,000,000; (ix) any Contract required to be disclosed on Section 3.19 of containing covenants by the Company Disclosure Scheduleor any of its Affiliates not to (A) compete with any person or (B) engage in any line of business or activity in any geographic location, in each case that would be material to the Company; (x) any Contract with any Person (A) pursuant to which the Company evidencing an outstanding loan, advance or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition investment by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make or in any payment or incur person (other than any Liability as a result other Subsidiary of the consummation Company) of more than $10,000,000 in the transactions contemplated by this Agreementaggregate (excluding trade receivables and advances to employees for normally incurred business expenses, termination each arising in the ordinary course of employment business consistent with past practice); (xi) any Order or bothsettlement or conciliation agreement with any Governmental Entity; and (xviixii) any other Contract involving the performance sale, transfer or acquisition of which requires either (A) annual payments to or from any business entered into by the Company or its Subsidiaries any Subsidiary of the Company in excess the three (3) years preceding the date of $300,000 this Agreement. All contracts of the types referred to in clauses (i) through (xii) above are referred to herein as a “Company Material Contract.” (b) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (Bi) aggregate payments neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract and, to the knowledge of the Company, no other party to any Company Material Contract is in breach of or from default under the terms of any Company Material Contract and (ii) each Company Material Contract is a valid and binding obligation of the Company or its Subsidiaries in excess of $1,500,000 over the life Subsidiary of the agreement and, in each caseCompany, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicableparty thereto and, to the knowledge of the Company’s Knowledge, the counterparties of each other party thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries andeffect, subject to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)Remedies Exceptions.

Material Contracts. (a) Section 3.13(a‎3.7(a) of the Company Disclosure Schedule contains Schedules sets forth a listing of all Contracts described in clauses (i) through (xiii) below to which, as list of the date of this Agreement, the following Contracts to which a Group Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are each Contract required to be set forth on Section 3.13(a3.7(a) of the Company Disclosure ScheduleSchedules, together with each of the Contracts entered into after the date hereof that would be required to be set forth on Section 3.7(a) of the Company Disclosure Schedules if entered into prior to the date hereof, collectively, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the any Group Company or its Subsidiaries or to the placing of a Lien (other than a any Permitted Lien) on any material assets or properties of the Company or its Subsidiariesany Group Company; (ii) any Contract under which the any Group Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000100,000; (iii) any Contract under which the any Group Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiariessuch Group Company, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000100,000; (iv) any (A) material joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization commercialization, research and development or research or development Contractother similar Contract (including any such Contract that governs the research, development, ownership, enforcement, use, or similar Contractother exploitation of any Intellectual Property Rights or other assets, in each case, case which requires, or would reasonably be expected is material to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled ContractsBusiness); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the any Group Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area area, to operate any asset or assets or that would so limit or purport to limit, in any material respect, the operations of Parent Holdco or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the any Group Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research productsthe Company Products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, customer in any material respect or that would so limit or purports to limit, in any material respect, Parent Holdco or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the any Group Company or its Subsidiaries in an amount in excess of (A) $300,000 200,000 annually or (B) $1,000,000 500,000 over the life of the agreementContract; (vii) any Contract requiring the any Group Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiaryany other Group Company) or pursuant to which any Person (other than the Company or a Subsidiaryany other Group Company) has guaranteed the Liabilities of a the Company or a SubsidiaryGroup Company, in each case in excess of $200,000250,000; (viii) any Contract under which the any Group Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any PersonPerson other than a Group Company; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the any Group Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the any Group Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual PropertyProperty Rights; (x) any Contract governing the terms of, or otherwise related to, the employment, engagement or services of any current director, manager, officer, employee, or Contingent Worker of a Group Company (A) whose annual base salary (or, in the case of a Contingent Worker, actual or anticipated annual base compensation) is in excess of $150,000 or (B) that provides for severance or any other post-termination payments or benefits; (xi) any Contract providing for any Change of Control Payment of the type described in clause (a) of the definition thereof; (xii) any collective bargaining agreements and any other agreements executed with a union, works council or similar organization or a Government Entity regarding the terms and conditions of employment of any employee or Contingent Worker of any Group Company; (xiii) any Contract with any Top Customer or Top Supplier; (xiv) any Contract that provides another Person (other than another Group Company or any manager, director or officer of any Group Company) with a power of attorney; (xv) any Contract that relates to any merger, consolidation or other business combination with any other Person or for the disposition of any material portion of the assets or business of the any Group Company or its Subsidiaries or for the acquisition by the any Group Company or its Subsidiaries of the any material assets or material business of any other Person (other than acquisitions or dispositions made in the Ordinary Course ordinary course of Businessbusiness), or under which the any Group Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xiixvi) any settlement, conciliation or similar Contract (A) requiring monetary the performance of which would be reasonably likely to involve any payments by in excess of $100,000 in the Company or its Subsidiaries after the date of this Agreementaggregate, (B) with a Governmental Authority Entity or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-monetary obligations on the any Group Company or its Subsidiaries (or Parent Holdco or any of its Affiliates after the Closing); (xvii) documents that will be required to be filed with the Registration Statement/Proxy Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant; and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xviixviii) any other Contract the performance of which requires either (A) annual payments to or from the any Group Company or its Subsidiaries in excess of $300,000 200,000 or (B) aggregate payments to or from the any Group Company or its Subsidiaries in excess of $1,500,000 500,000 over the life of the agreement Contract and, in each case, that is not terminable by the applicable the Group Company or its Subsidiaries without penalty upon less than thirty (30) 90 days’ prior written notice. (i) Each Material Contract is valid and binding on the applicable Group Company or its Subsidiaries, as applicableand, to the knowledge of the Company’s Knowledge, the counterparties counterparty thereto, and is in full force and effect and enforceable in accordance with its terms against (ii) the applicable Group Company or its Subsidiaries and, to the knowledge of the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcythereto, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract Contract. No written notice of termination has been received by the Company with respect to any Material Contract, and (iii) no event has occurred that (with or without due notice or lapse to the knowledge of time or both) would result in a material breach ofthe Company, or default under, none of the other parties to any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties indicated to a particular Group Company that it intends to terminate the Material Contract or group of Contracts and that, in each case, do not contain any material executory to terminate or continuing terms, conditions, obligations or rights)reduce its business dealings with a Group Company.

Material Contracts. (a) Except for this Agreement, Section 3.13(a4.17(a) of the Company Disclosure Schedule Letter contains a listing of all Contracts described in clauses (i) through (xiii) below to whichcomplete and correct list, as of the date hereof, of each Contract described in this Agreement, Section 4.17(a) under which the Company or its Subsidiaries any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company or any Company Subsidiary is a party or by to which they are boundany of their respective properties or assets is subject, in each case, as of the date hereof, other than a any Company Benefit PlanPlans (all Contracts of the type described in this Section 4.17(a), and that are whether or not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a4.17(a) of the Company Disclosure ScheduleLetter, the being referred to herein as “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, respect the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its Subsidiaries affiliates after the Effective Time) to compete or engage or compete in any line of business or geographic region or with any Person or in sell, supply or distribute any area product or service or that would so limit or purport to limit, otherwise has the effect of restricting in any material respectrespect the Company, the operations of Company Subsidiaries or affiliates (including Parent or any of and its Affiliates affiliates after the ClosingEffective Time) from the development, (B) contains any exclusivity, “most favored nation” marketing or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability distribution of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customerproducts and services, in each case, in any geographic area; (ii) any material respect joint venture or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar material Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would so limit reasonably be expected to result in the receipt or purports to limitmaking by the Company or any Company Subsidiary of future payments in excess of $250,000, in each case, excluding any (x) post-closing retention payments or equity awards, and (y) amounts retained pursuant to customary indemnity escrow or holdback arrangements; (iv) each Contract that gives any Person the right to acquire any assets of the Company or any Company Subsidiary (excluding sales of inventory in the ordinary course of business) after the date hereof with consideration of more than $100,000; (v) any material respectsettlement or similar Contract with a Governmental Entity, Parent other than those relating to (x) Taxes, or (y) any Contract with a Governmental Entity in its capacity as a customer of the Company or any of its Affiliates after the ClosingSubsidiaries; (vi) any settlement or similar Contract requiring restricting in any future capital commitment material respect the operations or capital expenditure (or series conduct of capital expenditures) by the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over affiliates after the life of the agreementEffective Time); (vii) any each Contract requiring pursuant to which the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company Subsidiary has paid or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case received payments in excess of $200,000100,000 in the 12-months ended March 31, 2025, or is obligated to pay or entitled to receive payments in excess of $100,000 in the twelve (12)-month period following the date hereof, in each case, other than (A) Contracts solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries, (B) Contracts with customers, suppliers or vendors of the Company or any Company Subsidiary, (C) Company Leases and (D) Contracts otherwise described in any other subsection of this Section 4.17(a); (viii) each Contract that is (A) a Contract with a Material Customer, (B) a Material Supplier Agreement, or (C) with a Governmental Entity, providing for or contemplating payments of more than $500,000 over the life of such Contract; (ix) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (x) each Contract under which that contains any exclusivity rights or “most favored nations” provisions or minimum use or supply requirements, in each case, that are binding on the Company or its Subsidiaries has, directly affiliates (including Parent or indirectly, made its affiliates after the Effective Time); (xi) each Contract not otherwise described in any other subsection of this Section 4.17(a) evidencing outstanding Indebtedness (or agreed to make any loan, advance, or assignment of payment to any Person outside commitments in respect thereof) of the Ordinary Course of Business orCompany or any Company Subsidiary (whether incurred, individually assumed, guaranteed or in the aggregate, secured by any asset) in an amount in excess of $200,000 250,000 other than Contracts solely between the Company and a wholly owned Company Subsidiary or made any capital contribution to, or other investment in, any Personsolely between wholly owned Company Subsidiaries; (ixxii) any each Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries any Company Subsidiary (A) grants any license, covenant not to assert, release, agreement not to enforce or Parent or any of its Affiliates after the Closing) is or may be required to pay milestonesprosecute, royalties or other contingent payments based on immunity to any researchPerson under or to any Company Intellectual Property Rights, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company is granted a license, covenant not to assert, release, agreement not to enforce or its Subsidiaries grants prosecute, or immunity to or under, any Person any right of first refusalPerson’s Intellectual Property Rights that, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course case of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract each of clauses (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, and (B) with above, is not a Governmental Authority or (C) that imposes any material, nonNon-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); andScheduled License; (xiii) each collective bargaining agreement or other Contract with between the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its SubsidiariesSubsidiary, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate director or affiliate (other than a wholly owned Company Subsidiary) of the Company or its Subsidiaries any Company Subsidiary, any beneficial owner, directly or indirectly, of more than five percent (5%) of the shares of Company Common Stock or any of their respective Affiliates “associates” or “immediate family” members (excluding employee confidentiality as such terms are defined in Rule 12b-2 and invention assignment agreementsRule 16a-1 of the Exchange Act), equity on the other hand, including any Contract pursuant to which the Company or incentive equity documentsany Company Subsidiary has an obligation to indemnify such officer, director, affiliate, beneficial owner or family member; (xiv) each Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment)Lease involving annual lease payments in excess of $250,000; (xv) any employment, consulting, bonus, commissions or Contract not otherwise described in any other compensation Contract subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with an employee or individual consultant or independent contractor, involving aggregate payments respect to the Company (other than those agreements and arrangements described in Item 601(b)(10)(iii) of more than $500,000 per year;Regulation S-K of the SEC). (xvib) True and complete copies of each Material Contract in effect as of the date hereof have been publicly filed with the SEC prior to the date hereof or have been made available to Parent. Neither the Company nor any employment Company Subsidiary is in material breach of or consulting default under the terms of any Material Contract. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract with severanceis in material breach of or default under the terms of any Material Contract. Each Material Contract is a valid, change in control, retention or similar arrangements, that will result in any binding and enforceable obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement Subsidiary which is party thereto and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties of each other party thereto, and is in full force and effect effect, subject to the Enforceability Limitations and enforceable any expiration thereof in accordance with its terms against existing as of the date hereof. As of the date of this Agreement, neither the Company nor any Company Subsidiary has received written notice of the intention or its Subsidiaries anddesire of any party to terminate, cancel, not renew or modify any Material Contract in any material respect. As of the date of this Agreement, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or the lapse of time or both) the giving of notice or both would result in constitute a material breach of, or default under, under any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties applicable Company Subsidiary Member or any other party or parties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as As of the date hereof (other than purchase ordersof this Agreement, invoicesneither the Company nor any Company Subsidiary has received any written notice regarding any actual material violation or breach of, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and thatmaterial default under, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)Material Contract.

Material Contracts. (a) Section 3.13(a3.21(a) of the Company Disclosure Schedule contains a listing lists each of the following Contracts of Seller (to the extent related to and necessary for the Business) or Cytori UK, all Contracts described in clauses of which have been delivered by Seller to Buyer: (i) through (xiii) below to which, as all Contracts involving total annual payments in excess of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and $50,000 that are not expired cancelable without penalty or have not been terminated further payment and not including any without more than 30 days’ notice; (ii) each Contract involving $50,000 or more per year in revenue to the Business or to Cytori UK; (iii) all Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operatesmoney, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries case having an outstanding principal amount in excess of $1,000,000 over 100,000; (iv) each Contract with a distributor, consignor, sales representative or sales agent; (v) all material Contracts that limit or purport to limit the life ability of the Contract or (B) other Contract Seller, with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits the Business, or purports Cytori UK to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any geographic area or during any period of time or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, contain “most favored nationnations” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; restrictions; (vi) all Contracts under which Seller or Cytori UK have advanced or loaned monies to any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; other Person; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract with any Governmental Authority; (Aviii) requiring monetary payments by all Contracts for capital expenditures in excess of $50,000; (ix) all material Contracts between Seller (in respect of the Company Business) or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its SubsidiariesCytori UK, on the one hand, and any labor union, labor organization or works council representing employees Affiliate of the Company or its SubsidiariesSeller, on the other hand; ; (xivx) any each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller relating to the Business or by Cytori UK, other than in the Ordinary Course of Business; and (xi) each other Contract with material to the Company Business, whether or its Subsidiaries, on not entered into in the one hand, and any officer, director, manager, stockholder, member Ordinary Course of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingentBusiness. Section 3.21(a) of the Company Disclosure Schedule also describes any current negotiations regarding entering into or amending, supplementing or modifying any of its Subsidiaries Contract listed or required to make any payment or incur any Liability be listed in such section. Except as a result disclosed in Section 3.21(a) of the consummation of the transactions contemplated by this AgreementDisclosure Schedule, termination of employment or both; and (xvii) any other each Material Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its SubsidiariesSeller (or, as applicable, Cytori UK) and, to the Company’s KnowledgeKnowledge of Seller, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) upon consummation of the Company or its Subsidiaries andtransactions contemplated by this Agreement, except to the Company’s Knowledge, extent that any consents set forth in Section 3.02(d) of the counterparties thereto Disclosure Schedule are not obtained, shall continue in material full force and effect without penalty or other adverse consequence. Except as disclosed in of the Disclosure Schedule, neither Seller nor Cytori UK is in breach of, or default under, any Material Contract and to which it is a party. (iiib) There are no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach renegotiations of, attempts to renegotiate or default under, outstanding rights to renegotiate any Material Contract by the Company material amounts paid or its Subsidiaries payable to Seller (or, as applicable, Cytori UK) under any of the Contracts listed or required to be listed on Section 3.21(a) of the Company’s Knowledge, the counterparties theretoDisclosure Schedule. The Company No Person has a Contractual or statutory right to demand or require such renegotiation and no such Person has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)demand for such renegotiation.

Material Contracts. (a) Section 3.13(a) There have been made available to Parent, its Affiliates and their representatives true and complete copies of all of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below following contracts to which, as of the date of this Agreement, which the Company or any of its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts of them is bound as are required to be set forth on Section 3.13(a) of the Company Disclosure Scheduledate hereof (collectively, the “Company Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) contracts with any Contract relating to Indebtedness for borrowed money current or, if still in effect, former officer or director of the Company or its Subsidiaries or to the placing any of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) contracts for the sale of any Contract under which of the assets material to the Company or and its Subsidiaries is lessee of or holds or operatesSubsidiaries, in each casetaken as a whole, any tangible property (other than real property)in the ordinary course of business or for the grant to any person, owned by other than in the ordinary course of business, of any preferential rights to purchase any assets material to the Company and its Subscribers, taken as a whole, other Person, except for any lease or agreement under which than in the aggregate annual rental payments do not exceed $500,000ordinary course of business; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom contracts containing covenants of the Company or any of its Subsidiaries not to engage or compete in any line of business or with any Person in any geographical area; (iv) material indentures, credit agreements, mortgages, promissory notes, and other contracts relating to the borrowing of money other than in the ordinary course of business; and (v) each contract that would be required to be filed as an exhibit to a registration statement on Form S-1 under the Securities Act or an annual report on Form 10-K under the Exchange Act as a material contract if such registration statement or report was filed by the Company with the SEC on the date of this Agreement. (b) Except as set forth in the Company SEC Reports filed prior to the date hereof or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability Section 2.20 of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business Disclosure Letter or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution toas would not reasonably be expected to have a Material Adverse Effect on the Company, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 all of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is Contracts are in full force and effect and enforceable in accordance with its terms against are the legal, valid and binding obligation of the Company or its Subsidiaries andSubsidiary, to the Company’s Knowledgeas applicable, the counterparties thereto (enforceable against such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws affecting generally the enforcement of creditors’ rights and subject remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), (ii) . Except as set forth in the Company SEC Reports filed prior to the date hereof or its Subsidiaries andin Section 2.20 of the Company Disclosure Letter, neither the Company nor any Subsidiary is in default under any Company Material Contract nor, to the knowledge of the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, is any other party to any Company Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and thatthereunder except, in each case, do for those defaults that, individually or in the aggregate, would not contain reasonably be expected to have a Material Adverse Effect on the Company. (c) Neither the Company nor any material executory of its Subsidiaries has any contract, agreement or continuing termsrelationship with the U.S. government or any agency or department thereof which has required the Company, conditionsits Subsidiaries or any of their respective personnel to obtain a defense or security clearance or make any security related certifications in connection therewith. Neither the Company, obligations any of its Subsidiaries nor any of their respective personnel has been required or rights)requested to obtain any such clearance or make any such certifications by virtue of or in connection with its contract, agreement or relationship with any original equipment manufacturer, value added reseller or distributor.

Material Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to which, Except as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on in Section 3.13(a4.22(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies as of the Contracts listed on Section 3.13(a) of date hereof, neither the Company Disclosure Schedule have previously been made available nor any of its Subsidiaries is party to Parent or its agents or representatives, together with all amendments thereto):bound by any Contract: (i) that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the 1933 Act; (ii) that is an employment, independent contractor, consulting, severance or similar agreement with any Contract relating individual (or such individual’s alter ego entity) under which the Company or any of its Subsidiaries is or could become obligated to Indebtedness for borrowed money provide a base salary or annual base consulting fees in excess of $750,000; (iii) that (or, together with additional related Contracts with the same Person or its Affiliates) (A) requires the payment or receipt of amounts by the Company or any of its Subsidiaries of more than $250,000,000 in the calendar year ended December 31, 2022 or reasonably expected in any subsequent calendar year, in each case other than Oil and Gas Leases and spot sales of Hydrocarbons on market terms in the ordinary course, or (B) is material to the Company and its Subsidiaries, taken as a whole, and, in the case of clause (B), cannot be cancelled at any time by the Company or its applicable Subsidiary without penalty or further payment on no more than ninety (90) days’ notice; (iv) that is a material partnership, strategic alliance or joint venture agreement, other than customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company or its Subsidiaries or to the placing any of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (iiv) any that provides for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets (including properties) or capital stock (other than acquisitions or dispositions of Hydrocarbons or inventory and raw materials and supplies in the ordinary course of business) (A) that is pending for aggregate consideration under such Contract under in excess of $50,000,000 or (B) pursuant to which the Company or its Subsidiaries is lessee has continuing material obligations including “earn-out” or other contingent payment obligations; (vi) providing for material indemnification by the Company or any its Subsidiaries, other than indemnification obligations in (A) customary joint operating agreements in the ordinary course of business, and (B) commercial agreements in the ordinary course of business; (vii) that contains any “most favored nation” or holds most favored customer provision with respect to any material obligation or operatesany material preferential right or material rights of first or last offer, negotiation or refusal, in each case, any tangible property (other than real property)such provisions in favor of the Company or any of its Subsidiaries or pursuant to customary royalty pricing provisions in Oil and Gas Leases or customary preferential rights in joint operating agreements, owned by unit agreements or participation agreements affecting the Oil and Gas Properties of the Company or any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000of its Subsidiaries; (iiiviii) any Contract under other than the Convertible Notes, that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries is lessor could be required to purchase or sell, as applicable, any assets or any equity interests of or permits any third party to hold or operatePerson (excluding, in each caserespect of the foregoing, any tangible property (other than real property), owned or controlled by agreements between the Company or and its wholly-owned Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (vix) any Contract that (A) limits materially restricts or purports to limit, in any material respect, materially restrict the freedom ability of the Company or any of its Subsidiaries Affiliates to engage compete with, or compete to provide services in any line of business or with any Person or in any geographic area or market segment, in each case that would so limit be applicable to the Surviving Corporation or purport to limit, in any material respect, the operations of its Subsidiaries or Parent or any of its Affiliates after Subsidiaries following the ClosingEffective Time; (x) that is a Collective Bargaining Agreement; (xi) containing 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 that is material to the Company and its Subsidiaries, taken as a whole; (Bxii) contains (A) with (1) any exclusivitybeneficial owner (as defined in Rule 13d-3 under the 1934 Act) of 5% or more of any class of securities of the Company or any of its Subsidiaries who has filed a Schedule 13D or Schedule 13G under the 1934 Act (or, “most favored nation” or similar provisionsto the Company’s Knowledge, obligations or restrictions is required to make such a filing) or (C2) contains any other provisions restricting director or purporting to restrict the ability executive officer of the Company or its Subsidiaries to sell(other than any employment agreements, manufactureEmployee Plans or other Contracts providing exclusively for compensation, developbenefits, commercialize, test equity awards or research products, directly or indirectly through third partiescustomary indemnification), or (B) that is required to solicit be disclosed under Item 404 of Regulation S-K promulgated under the 1933 Act; (xiii) that (A) evidences Indebtedness for borrowed money of the Company or any potential employee Subsidiary of the Company (committed or customeroutstanding) in excess of $100,000,000, other than agreements solely between or among the Company and its Subsidiaries, (B) evidences a capitalized lease obligation in each case, excess of $100,000,000 that is required to be classified as a balance sheet liability of the Company in accordance with GAAP or (C) restricts the payment of dividends or other distribution of assets by any material respect of the Company or that would so limit or purports to limit, in any material respect, Parent its Subsidiaries; (xiv) requiring future capital expenditures by the Company or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made 250,000,000 other than any capital contribution to, or other investment in, any Person; (ixexpenditure contemplated by Section 6.01(e) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (Bxv) under which the Company or any of its Subsidiaries (A) grants to any Person any right of first refusalright, right of first negotiation, option to purchase, option to license or any other similar rights covenant not to sue with respect to any material Company Product Intellectual Property (other than non-exclusive licenses granted to customers or vendors in the ordinary course of business) or (B) obtains any right, license or covenant not to be sued with respect to any material Intellectual Property; (xi) Property owned by any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person third party (other than acquisitions or dispositions made in the Ordinary Course of Business), or under licenses for commercial off-the-shelf software which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, are generally available on non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closingdiscriminatory pricing terms); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) that is the subject of any employment or consulting Contract with severance, change in control, retention or similar arrangements, Action individually that will is reasonably expected to result in any obligation payments by the Company in excess of $25,000,000 and under which there are outstanding obligations (absolute or contingentincluding settlement agreements) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or bothSubsidiaries; andor (xvii) any other Contract the performance of which requires either binding commitment (Aorally or in writing) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or any of its Subsidiaries or, to enter into any of the Company’s Knowledge, the counterparties thereto. foregoing. (b) The Company has made available to Parent a true and complete copies copy of all Material Contracts each Contract listed or required to be listed in Section 4.22(a) of the Company Disclosure Schedule (such Contracts, together with any Contract to which the Company or any of its Subsidiaries becomes a party or by which it becomes bound after the date hereof that would be required to be listed in Section 4.22(a) of the Company Disclosure Schedule if in effect as of the date hereof hereof, the “Material Contracts” and each, a “Material Contract”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (other than purchase ordersi) each of the Material Contracts is valid, invoicesbinding obligation of the Company, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between Knowledge of the parties to a particular Contract or group of Contracts Company, each other party thereto, and thatin full force and effect, in each casecase subject to bankruptcy, do not contain insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (whether considered in a proceeding in equity or at law), and (ii) since the Applicable Date, neither the Company nor any material executory of its Subsidiaries, nor to the Knowledge of the Company any other party to a Material Contract, has breached or continuing termsviolated any provision of, conditionsor taken or failed to take any act which, obligations with or rights)without notice, lapse of time, or both, would constitute a breach or 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 defaulted under any Material Contract, except for breaches, violations or defaults that have been cured.

Material Contracts. (a) Section 3.13(aExcept for contracts reflected as exhibits to its reports and other documents required to be filed under the 1934 Act and the Securities Act of 1933 (the “1933 Act”) of (collectively, the Company “SEC Reports”), including Monroe’s Annual Report on Form 10-K for the year ended December 31, 2009, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, or as set forth in the Monroe Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to whichSchedule, as of the date of this Agreement, the Company neither Monroe nor any of its Subsidiaries, nor any of their respective assets, businesses, or its Subsidiaries operations, is a party to, or by which they are boundis bound or affected by, other than a Company Benefit Planor receives benefits under, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract contract relating to Indebtedness for borrowed the borrowing of money by Monroe or any of the Company or its Subsidiaries or to the placing guarantee by Monroe or any of a Lien its Subsidiaries of any such obligation (other than a Permitted Lien) on any material assets contracts pertaining to fully-secured repurchase agreements, and trade payables, and contracts relating to borrowings or properties guarantees made in the ordinary course of the Company or its Subsidiaries; business), (ii) any Contract under which contract containing covenants that limit the Company ability of Monroe or its Subsidiaries is lessee any of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person Person, or in to hire or engage the services of any area Person, or that would so limit involve any restriction of the geographic area in which, or purport to limitmethod by which, in any material respect, the operations of Parent Monroe or any of its Affiliates after the Closing, Subsidiaries may carry on its business (Bother than as may be required by Law or any Governmental Authority) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third partiesas each are hereinafter defined), or to solicit any potential employee or customer, in each case, in any material respect or contract that would so limit or purports to limit, in any material respect, Parent requires it or any of its Affiliates after Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the Closing; subject matter of such contract, (viiii) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiarycontract for, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization or other investment inbusiness combination, any Person; (ix) any Contract required or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent Monroe or any of its Affiliates after the ClosingSubsidiaries, (iv) is any other contract or may amendment thereto that would be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants be filed as an exhibit to any Person any right SEC Report (as described in Items 601(b)(4) and 601(b)(10) of first refusal, right of first negotiation, option Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to purchase, option or incorporated by reference in Monroe’s SEC Reports filed prior to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xivv) any Contract with the Company lease of real or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company personal property providing for annual lease payments by or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company Monroe or its Subsidiaries in excess of $300,000 100,000 per annum other than financing leases entered into in the ordinary course of business in which Monroe or any of its Subsidiaries is the lessor, or (Bvi) aggregate payments to any contract that involves expenditures or from the Company receipts of Monroe or any of its Subsidiaries in excess of $1,500,000 over 100,000 per year not entered into in the life ordinary course of business consistent with past practice. The contracts of the agreement andtype described in the preceding sentence, in each case, that is whether or not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof of this Agreement, shall be deemed “Material Contracts” hereunder. With respect to each of Monroe’s Material Contracts (i) that is reflected as an exhibit to any SEC Report, (ii) would be required under Items 601(b)(4) and 601(b)(10) of Regulation S-K under the 1933 Act to be filed as an exhibit to any of its SEC Reports or (iii) that is disclosed in the Monroe Disclosure Schedule, or would be required to be so disclosed if in effect on the date of this Agreement: (A) each such Material Contract is in full force and effect; (B) neither Monroe nor any of its Subsidiaries is in material default thereunder with respect to each Material Contract, as such term or concept is defined in each such Material Contract; (C) neither Monroe nor any of its Subsidiaries has repudiated or waived any material provision of any such Material Contract; and (D) no other than purchase ordersparty to any such Material Contract is, invoicesto Monroe’s knowledge, in material default in any material respect. True copies of all Material Contracts, including all amendments and similar confirmatory or administrative documents supplements thereto, that are ancillary not filed as exhibits to SEC Reports are attached to the main contractual relationship between Monroe Disclosure Schedule. (b) Neither Monroe nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for Monroe’s own account or for the parties to a particular Contract account of one or group more of Contracts and that, in each case, do not contain any material executory its Subsidiaries or continuing terms, conditions, obligations or rights)their respective customers.

Material Contracts. (a) Section 3.13(a) Schedule 4.19 of the Company Disclosure Schedule contains Letter, together with the lists of exhibits contained in the Company SEC Documents, sets forth a listing of all Contracts described in clauses (i) through (xiii) below to whichtrue and complete list, as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto):of: (i) any Contract relating to Indebtedness for borrowed money each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its SubsidiariesExchange Act); (ii) any Contract under each contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties (other than Oil and Gas Properties) with respect to which the Company or reasonably expects that the Company and its Subsidiaries is lessee will make annual payments in excess of $15,000,000 or holds or operates, aggregate payments in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed excess of $500,00050,000,000; (iii) any Contract under which each contract that constitutes a commitment relating to Indebtedness or the Company or its Subsidiaries is lessor deferred purchase price 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 of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $20,000,000, other than agreements solely between or among the Company and its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any acquisition or divestiture contract that contains “earn -out” or other similar contingent payment obligations (A) joint ventureother than asset retirement obligations, profit-sharingplugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Report), partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or that would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate result in annual payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts)20,000,000; (v) any Contract that (A) limits or purports contract pursuant to limit, in any material respect, the freedom of which the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after Subsidiaries has paid amounts associated with any Production Burden in excess of $20,000,000 during the Closing, (B) contains immediately preceding fiscal year or with respect to which the Company reasonably expects that it will make payments associated with any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains Production Burden in any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sellnext three succeeding fiscal years that could, manufacturebased on current projections, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closingexceed $20,000,000 annually; (vi) any Contract requiring any future capital commitment each contract for lease of personal property or capital expenditure real property (or series of capital expendituresother than Oil and Gas Properties) by the Company or its Subsidiaries in an amount involving payments in excess of $20,000,000 in any calendar year or aggregate payments in excess of $50,000,000 that are not terminable without penalty or other liability to the Company (Aother than any ongoing obligation pursuant to such contract that is not caused by any such termination) $300,000 annually or (B) $1,000,000 over the life of the agreementwithin 60 days, other than contracts related to drilling rigs; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or each contract that is a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, non-competition contract or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person contract that (A) pursuant purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or or, after the Effective Time, Parent or its Subsidiaries) may engage or the manner or locations in which any of its Affiliates after the Closing) is them may so engage in any business (including any contract containing any area of mutual interest, joint bidding area, joint acquisition area, or may be required to pay milestonesnon-compete or similar type of provision), royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for could require the disposition of any portion of the material assets or line of business of the Company or its Subsidiaries or for (or, after the acquisition by the Company Effective Time, Parent or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xiiSubsidiaries) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on prohibits or limits the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) rights of the Company or any of its Subsidiaries to make make, sell or distribute any payment products or incur services, or use, transfer or distribute, or enforce any Liability as a result of their rights with respect to, any of their material assets; (viii) each contract involving the pending acquisition or sale of (or option to purchase or sell) any material amount of the consummation assets or properties of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries (including any Oil and Gas Properties), taken as a whole, other than contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business; (ix) each ISDA Master Agreement for any Derivative Transaction; (x) each material partnership, joint venture or limited liability company agreement, other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company; (xi) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract requiring the Company or any of its Subsidiaries to make expenditures from and after January 1, 2019 that would reasonably be expected to be in excess of $300,000 25,000,000 in the aggregate, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (xii) each collective bargaining agreement to which the Company is a party or is subject; (xiii) each agreement under which the Company or any of its Subsidiaries has advanced or loaned any amount of money to any of its officers, directors, employees or consultants, in each case with a principal amount in excess of $120,000; (xiv) any contract (A) that provides for the sale by the Company or any of its Subsidiaries of Hydrocarbons or any Hydrocarbon marketing, transportation, gathering, processing, storage or similar contract that is (1) in excess of 5,000 MMcf of natural gas per day, or 1,000 barrels of oil per day, in each case over a period of one month (calculated on a yearly average basis) or (2) for a term greater than ten (10) years or (B) pursuant to which the Company reasonably expects to make aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 20,000,000 in any of the next three succeeding fiscal years or $50,000,000 over the life of the contract that, in the case of the contracts described in (A) or (B), has a remaining term of greater than 60 days and does not allow the Company or such Subsidiary to terminate it without penalty to the Company or such Subsidiary within 60 days; (xv) each contract for any Company Related Party Transaction; (xvi) any contract that provides for a “take-or-pay” clause or minimum volume commitment; or (xvii) each agreement andthat contains any “most favored nation” or most favored customer provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal, in each case, that case other than those contained in (A) any agreement in which such provision is not terminable by solely for the applicable benefit of the Company or any of its Subsidiaries, (B) customary royalty pricing provisions in Oil and Gas Leases or (C) customary preferential rights in joint operating agreements, unit agreements or participation agreements affecting the business or the Oil and Gas Properties of the Company or any of its Subsidiaries, to which the Company or any of its Subsidiaries without penalty upon less than thirty (30) days’ prior written noticeor any of their respective Affiliates is subject, and is material to the business of the Company and its Subsidiaries, taken as a whole. (ib) Each Collectively, the contracts that are required to be set forth in Section 4.19(a) are herein referred to as the “Company Contracts.” A complete and correct copy of each of the Company Contracts has been made available to Parent. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is valid legal, valid, binding and binding enforceable in accordance with its terms on the Company or and each of its Subsidiaries, as applicableSubsidiaries that is a party thereto and, to the knowledge of the Company’s Knowledge, the counterparties each other party thereto, and is in full force and effect and enforceable effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in accordance with its terms against the aggregate, a Company Material Adverse Effect, neither the Company or nor any of its Subsidiaries andis in breach or default under any Company Contract nor, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement knowledge of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not is any other party to any such Company Contract in material breach of, or default underthereunder, any Material Contract and (iii) no event has occurred that (with or without due notice or the lapse of time or both) the giving of notice or both would result in constitute a material breach of, or default under, any Material Contract thereunder by the Company or its Subsidiaries Subsidiaries, or, to the knowledge of the Company’s Knowledge, the counterparties any other party thereto. The Company has made available There are no disputes pending or, to Parent true and complete copies of all Material Contracts in effect as the knowledge of the date hereof (Company, threatened with respect to any Company Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other than purchase ordersparty to any Company Contract to terminate for default, invoicesconvenience or otherwise any Company Contract, and similar confirmatory or administrative documents that are ancillary nor to the main contractual relationship between knowledge of the parties Company, is any such party threatening to a particular Contract or group of Contracts and thatdo so, in each casecase except as has not had or would not reasonably be expected to have, do not contain any material executory individually or continuing termsin the aggregate, conditions, obligations or rights)a Company Material Adverse Effect.

Material Contracts. (a) Section 3.13(a6.17(a) of the Company UWWH Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to which, as Schedules sets forth each of the date following that UWWH or any of this Agreement, the Company or its Subsidiaries is a party to or bound by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto):date hereof: (i) any non-competition agreements or any other Contract relating to Indebtedness for borrowed money that materially limits or will materially limit any of the Company UWWH or its Subsidiaries from engaging in their respective businesses or to the placing of a Lien (other than a Permitted Lien) on contains exclusivity, non-solicitation or “most favored nation” provisions that materially limit or would materially limit any material assets or properties of the Company UWWH or its SubsidiariesSubsidiaries from engaging in their respective businesses; (ii) any Contract under which the Company with respect to any partnerships, joint ventures or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000strategic alliances material to UWWH; (iii) any Contract under pursuant to which the Company any of UWWH or its Subsidiaries is lessor of has or permits any third party to hold will incur Indebtedness for borrowed money or operate, in each case, any tangible property other material Indebtedness (other than real propertydeferred revenue), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization Contract that provides or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate will provide for annual payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life 30 million by or to UWWH or any of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property its Subsidiaries (other than any Non-Scheduled Contractsleases set forth on Section 6.8(c) of the UWWH Disclosure Schedules); (v) any Contract that provides for annual payments in excess of $30 million and contains a “change of control” provision (Aother than leases set forth on Section 6.8(c) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the ClosingUWWH Disclosure Schedules); (vi) any Contract requiring that is a settlement, conciliation or similar agreement with any future capital commitment Governmental Authority or capital expenditure (pursuant to which UWWH or series any of capital expenditures) by the Company or its Subsidiaries in an amount will be required after the date of this Agreement to pay consideration in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement1 million; (vii) any Contract requiring for the Company employment or its Subsidiaries to guarantee the Liabilities engagement of any Person (UWWH Employee or other than the Company individual on a full-time, part-time or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case consulting basis and providing for annual compensation in excess of $200,000250,000 but excluding offer letters with non-binding compensation terms that (A) permit discretionary periodic adjustments to the base rate of compensation and incentive compensation payable thereunder, (B) do not commit to any severance obligations, other than under the generally applicable UWWH severance policy and (C) do not contain any other material elements of compensation or benefits thereunder other than participation in the applicable UWWH benefits programs on the same terms as other similarly situated employees; (viii) any Contract that limits or otherwise restricts the ability of UWWH or any of its Subsidiaries to pay dividends or make distributions to the UWWH Stockholder; or (ix) any license agreement or Contract that is material to UWWH’s business under which the Company UWWH or any of its Subsidiaries hasis a licensee or licensor of any Intellectual Property or that is a settlement, directly royalty, covenant not to ▇▇▇, consent, concurrent use or indirectly, made or agreed to make any loan, advance, or assignment of payment other agreement with respect to any Person outside Intellectual Property that is material to UWWH’s business (in each case other than non-disclosure agreements entered into in the ordinary course of business and licenses and related service agreements for any item of commercially available, unmodified software with an annualized license fee of less than $2.5 million). The Contracts required to be set forth on Section 6.17(a) of the Ordinary Course UWWH Disclosure Schedules, the collective bargaining agreements set forth on Section 6.15(a) of Business orthe UWWH Disclosure Schedules (and any other such Contracts entered into in the ordinary course of business prior to the Closing) and real property leases for facilities in excess of 200,000 rentable square feet (it being understood that such leases as are in effect as of the date hereof are set forth on Section 6.8(c) of the UWWH Disclosure Schedules and are marked with an asterisk) are referred to herein as the “UWWH Material Contracts”. UWWH has provided IP with a correct and complete copy of all UWWH Material Contracts in effect as of the date hereof. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution toa UWWH Material Adverse Effect, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 each of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company UWWH Material Contracts are valid and in full force and effect, against UWWH or its Subsidiaries Subsidiary which is a party thereto (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made will become a party thereto in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract connection with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xivTransactions) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the CompanyUWWH’s Knowledge, the counterparties counterparty thereto, and is in full force constitute legal, valid and effect and enforceable in accordance with its terms against the Company binding obligations of UWWH or its Subsidiaries Subsidiary which is party thereto and, to the CompanyUWWH’s Knowledge, the counterparties counterparty thereto, enforceable by UWWH or the Subsidiary which is a party thereto in accordance with their terms except to the extent that such enforceability may be limited by (subject to i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereinafter in effect, relating to creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) or (ii) Laws affecting generally relating to the enforcement of creditors’ rights and subject to general principles employee restrictive covenants. (c) Neither UWWH nor any of equity), (ii) the Company or its Subsidiaries andis in material breach or default under (and no event has occurred, and neither UWWH nor its Subsidiaries has violated any provisions of, or committed or failed to perform any act that, with notice or the passage of time or both would constitute a material breach or default under) any UWWH Material Contract nor, to the CompanyUWWH’s Knowledge, the counterparties thereto are not is any other party to any UWWH Material Contract in material breach ofdefault thereunder, except as has not had and would not reasonably be expected to have, individually or default underin the aggregate, any a UWWH Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)Adverse Effect.

Material Contracts. (a) Section 3.13(a) of Except as set forth on SCHEDULE 5.13 hereto, neither the Company Disclosure Schedule contains nor any Subsidiary is a listing of all Contracts described in clauses party to any (i) through (xiii) below to which, as material contract not made in the ordinary course of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; business; (ii) contract for the employment of any Contract under which the Company officer or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; employee; (iii) any Contract under which contract for the Company future purchase of materials, supplies, services, merchandise or its Subsidiaries is lessor equipment not capable of being fully performed or permits any third party to hold not terminable within a period of one year from the date hereof or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; excess of normal operating requirements; (iv) agreement for the sale or lease of any of its assets other than in the ordinary course of business; (Av) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization contract or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries commitment for capital expenditures in excess of $1,000,000 over the life 100,000; (vi) lease of the Contract machinery or equipment involving annual payments in excess of $100,000; (vii) loan agreement, promissory note issued by it, guarantee, subordination or similar type of agreement; (viii) stock option, retirement, severance, pension, bonus, profit sharing, group insurance, medical or other fringe benefit plan or program providing employee benefits; (ix) consulting agreement; (x) municipal or other governmental franchise agreements; (xi) agreement with a labor union or labor association; (xii) agreement providing for indemnification of any other parties; or (Bxiii) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, agreement restricting the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent Company's or any of its Affiliates after the Closing, Subsidiaries' ability to conduct business generally (Bor any type of business) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any location. Complete and correct copies of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 such agreement have been furnished or made any capital contribution to, or other investment in, any Person; (ix) any Contract required available to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made Acquiror. Except as set forth in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicableSCHEDULE 5.13 hereto, to the Company’s KnowledgeSeller's knowledge, all of the counterparties theretoforegoing agreements, leases, and is other documents are valid, binding and in full force and effect effect, and enforceable in accordance with its terms against the Company or and its Subsidiaries and, have performed all of the obligations required to the Company’s Knowledge, the counterparties thereto (subject be performed by them to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights date and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, default (or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or bothboth will be in default) under any of the agreements, leases, contracts or other documents to which any of then is a party listed on SCHEDULE 5.13, other than for those failures to perform and defaults which, in the aggregate, would not be reasonably likely to result in a material breach ofMaterial Adverse Effect. Except as set forth in SCHEDULE 5.13 hereto, or default underto the Seller's knowledge, any Material Contract by no party with whom the Company or its Subsidiaries ora Subsidiary has such a scheduled agreement is in default (or with notice of lapse of time or both will be in default) thereunder, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and thatwhich default, in each casethe aggregate, do not contain would be reasonably likely to result in a Material Adverse Effect. Except as disclosed herein or in SCHEDULE 5.13 hereto, neither the Company nor any Subsidiary is a party to any non-competition or similar agreement which restricts in any material executory or continuing terms, conditions, obligations or rights)way the current operation of their businesses taken as a whole.

Material Contracts. (a) Section 3.13(a4.16(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to whichtrue and complete list, as of the date of this Agreement, of each of the following types of contracts and agreements to which the Company or its Subsidiaries any Company Subsidiary is a party or by which they are boundbound (including counterparty name, other than a Company Benefit Plandate, and that are not expired or have not been terminated all amendments of a material nature thereto), excluding for this purpose, any employment contract and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities purchase orders submitted by customers (such Contracts contracts and agreements as are required to be set forth on Section 3.13(a4.16(a) of the Company Disclosure Schedule, excluding any Plan listed on Section 4.10(a) of the Company Disclosure Schedule, being the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) all currently effective contracts and agreements with consideration paid or expected to be payable to the Company or any Contract relating to Indebtedness for borrowed money of the Company Subsidiaries of more than $2,500,000 in the aggregate (including, for greater certainty, consideration paid or its Subsidiaries or payable to the placing of a Lien (other than a Permitted Lien) on Company or any material assets or properties of the Company Subsidiaries pursuant to purchase orders or its Subsidiariesmaster terms applicable to such contracts and agreements) over any 12-month period after December 31, 2018; (ii) any Contract under which all currently effective contracts and agreements with Suppliers to the Company or its any Company Subsidiary, including those relating to the design, development, manufacture or sale of Products of the Company or any Company Subsidiary, under which aggregate expenditures of more than $2,500,000 in the aggregate (including, for greater certainty, expenditures paid or payable to the Company or any of the Company Subsidiaries is lessee of pursuant to purchase orders or holds master terms applicable to such contracts and agreements with Suppliers) have been paid or operatesare expected to be payable by the Company or any Company Subsidiary, in the aggregate, over any 12-month period after December 31, 2018; (iii) all management contracts and contracts with other consultants, in each case, excluding Plans and any tangible property employment contracts, that are material to the business of the Company and not terminable without further monetary liability on sixty (other than real property), owned by any other Person, 60) days’ or less notice (except for any lease notice or agreement severance to the extent required under which the aggregate annual rental payments do not exceed applicable Law for non-U.S. employees, and where further potential monetary liability is less than $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property250,000), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Company Subsidiary or income or revenues related to any Product of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party and pursuant to which the Company or any Company Subsidiary has made or is expected to make payments of more than $2,500,000, in the aggregate, over any 12-month period after December 31, 2018; (Av) joint ventureall contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $2,500,000, profit-sharingand any pledge agreements, security agreements, hypothec or other collateral agreements in which the Company or any Company Subsidiary granted to any person a security interest in or Lien on any property or assets of the Company or any Company Subsidiary that is material to the conduct of the business of the Company and the Company Subsidiaries, and all agreements or instruments guarantying the debts or other obligations of any person; (vi) all partnership, collaboration, co-promotion, commercialization or research or development Contract, joint venture or similar Contract, in each case, agreements; (vii) all contracts and agreements with any Governmental Authority to which requires, the Company or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate Company Subsidiary is a party that involve payments to or from by the Company or its any Company Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts)2,500,000; (vviii) any Contract all contracts and agreements that (A) limits limit, or purports purport to limit, in any material respect, the freedom ability of the Company or its Subsidiaries any Company Subsidiary to engage or compete in any line of business or with any Person person or entity or in any geographic area or that would so limit or purport to limitduring any period of time, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Personexcluding customary confidentiality obligations; (ix) all contracts and agreements that relate to the direct or indirect acquisition or disposition of any Contract required to be disclosed on Section 3.19 securities or business (whether by merger, sale of the Company Disclosure Schedulestock, sale of assets or otherwise); (x) any Contract with any Person (A) pursuant all contracts and agreements relating to which the a Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual PropertyInterested Party Transaction; (xi) all contracts and agreements involving any Contract for the disposition resolution or settlement of any portion of the assets actual or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price threatened Action or other contingent dispute which require payment in excess of $2,000,000 or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary impose continuing obligations on the Company or its Subsidiaries (any Company Subsidiary, including injunctive or Parent or any of its Affiliates after the Closing)other non-monetary relief; and (xiiixii) each collective bargaining agreement or other Contract with all contracts and agreements not otherwise identified pursuant to the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either foregoing if (A) annual payments the violation, breach, or termination thereof would reasonably be expected to or from the have a Company or its Subsidiaries in excess of $300,000 Material Adverse Effect, or (B) aggregate payments such contacts or agreements are otherwise considered material to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable and the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written noticeon a consolidated basis. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect effect, is a legal, valid and enforceable in accordance with its terms against binding obligation of the Company or its the Company Subsidiaries (as applicable) and, to the knowledge of the Company’s Knowledge, the counterparties thereto (other parties thereto, subject to applicable bankruptcythe Remedies Exceptions, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) neither the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not nor any Company Subsidiary is in material breach or violation of, or material default under, any Material Contract and nor has any Material Contract been canceled by the other party; (iiiii) to the Company’s knowledge, no event has occurred that (with or without due notice or lapse of time or both) would result other party is in a material breach or violation of, or material default under, any Material Contract by Contract; and (iii) the Company and the Company Subsidiaries have not received any notice or its Subsidiaries orclaim of any such breach, to the Company’s Knowledge, the counterparties theretoviolation or default under any such Material Contract. The Company has made available to Parent NGA true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase ordersContracts, invoices, and similar confirmatory or administrative documents including any amendments thereto that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, material in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)nature.

Material Contracts. (a) Section 3.13(a) Other than Contracts existing as of the Closing between the Company or a Subsidiary of the Company, on one hand, and Investor or an Affiliate of Investor, on the other hand, Section 4.18 of the Disclosure Schedule contains sets forth a listing true, correct, and complete list of all Contracts described in clauses (i) through (xiii) below to which, as of the date of this Agreement, which the Company or any of its Subsidiaries is a party party, or by which they are the Company or any of its Subsidiaries is bound, other than a Company Benefit Plan, and that are not expired material to the business, operations, financial condition, or have not been terminated and not including any Contracts pursuant to which results of operations of the Company has with no material outstanding or executory obligations or Liabilities any of its Subsidiaries (such Contracts as are required to be set forth listed on Section 3.13(a) 4.18 of the Company Disclosure Schedule, the “Material Contracts”). TrueExcept as set forth in Section 4.18 of the Disclosure Schedule, correct the Company is not party to any Contract with Clean Coal Solutions Services, LLC. (b) Neither the Company nor any of its Subsidiaries has breached or defaulted under, nor is there any written claim or threat that the Company or any of its Subsidiaries has breached or defaulted under, any term or condition of any Material Contract. Each Material Contract is in full force and effect and is a valid and binding agreement of and enforceable against the Company or its Subsidiary, as applicable, and, to the Company’s Knowledge, the other parties thereto, and, to the Company’s Knowledge, no other party to any such Material Contract is in default under such Material Contract. To the Company’s Knowledge, there are no circumstances that are reasonably likely to occur that could reasonably be expected to adversely affect the Company’s or its Subsidiaries’ ability to perform their obligations under any Material Contract. The Company has delivered to the Investor and the Investor’s legal counsel true, correct, and complete copies of the all Material Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, (together with all amendments amendments, modifications, and supplements thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease and no Material Contract has been rescinded or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled terminated by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000;applicable Subsidiary of the Company. (ivc) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from Each Contract between the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees Affiliate of the Company or (excluding its Subsidiaries), on the other hand; (xiv) any Contract , was entered into in the ordinary course of business, is consistent with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate past practice of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)on an arm’s-length basis.

Material Contracts. (a) Section 3.13(a3.15(a) of the Company Disclosure Schedule contains a listing true, complete and correct list of all Contracts described in clauses (i) through (xiii) below to which, as each of the date of this Agreementfollowing contracts, agreements and commitments (including, without limitation, oral and informal arrangements to the Company or its Subsidiaries is a party or by which they extent the same are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant material to the Business) to which the Company has with no material outstanding or executory obligations or Liabilities any Subsidiary is a party (such Contracts as are required to be contracts and agreements, together with all contracts, agreements, leases and subleases concerning the management or operation of any Leased Real Property (including, without limitation, brokerage contracts) listed in Section 3.17(a) or 3.17(b) of the Company Disclosure Schedule, and all agreements set forth on in Section 3.13(a3.16(a) of the Company Disclosure Schedule, the “"Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto"): (i) each contract, agreement, invoice, purchase order and other arrangement for the purchase of inventory, spare parts, other materials or personal property with any Contract relating supplier or for the furnishing of services to Indebtedness for borrowed money the Company, any Subsidiary or otherwise related to the Business under the terms of which the Company or its Subsidiaries any Subsidiary could reasonably be expected to pay or to otherwise give consideration of more than US$25,000 in the placing aggregate during the fiscal year ending March 31, 1999 or US$250,000 over the remaining term of a Lien (other than a Permitted Lien) on any material assets or properties of such contract, and which cannot be canceled by the Company or its Subsidiariessuch Subsidiary without penalty or further payment and without more than 30 days' notice; (ii) each contract, agreement, invoice, sales order and other arrangement for the sale of inventory or other personal property or for the furnishing of services by the Company or any Contract Subsidiary or otherwise related to the Business under the terms of which the Company or its Subsidiaries is lessee any Subsidiary could reasonably be expected to receive consideration of or holds or operates, more than US$25,000 in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do during the fiscal year ending March 31, 1999 or US$250,000 over the remaining term of the contract, and which cannot exceed $500,000be canceled by the Company or such Subsidiary without penalty or further payment and without more than 30 days' notice; (iii) any Contract under which the Company each broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contract, agreement or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000commitment; (iv) each contract, agreement or commitment with any present or former employee, independent contractor or consultant (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization excluding routine engagement letters with individual attorneys or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contractslaw firms); (v) any Contract that (A) limits each contract, agreement or purports commitment relating to limit, in any material respect, the freedom Indebtedness of the Company or its Subsidiaries any Subsidiary; (vi) each contract, agreement or commitment with any Governmental Authority; (vii) each contract, agreement or commitment limiting or purporting to engage limit the ability of the Company, any Subsidiary, the Business or any successor thereto to compete in any line of business or with any Person person or in any geographic area or that would so limit or purport to limit, in during any material respect, the operations period of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000time; (viii) any Contract under which each contract, agreement or commitment between or among the Company or its Subsidiaries has, directly any Subsidiary and the Company or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside affiliate of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any PersonCompany; (ix) each contract, agreement or commitment providing for benefits under any Contract required to be disclosed on Section 3.19 of the Company Disclosure SchedulePlan; (x) any Contract with any Person (A) pursuant to which the Company each contract, agreement or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) commitment under which the Company has obtained or its Subsidiaries grants to will obtain any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for each contract, agreement or commitment that materially limits or restricts, or could reasonably be expected to materially limit and restrict, the disposition of any portion of the assets or business ability of the Company or its Subsidiaries any Subsidiary or, immediately after the Effective Time, Nu Skin or for any subsidiary thereof, to use, modify, display, reproduce, distribute, license, sell or provide the acquisition by the Company Company's or its Subsidiaries of the assets any Subsidiaries' products or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligationservices; (xii) each contract, agreement or commitment, whether or not made in the ordinary course of business, which is material to the Company, any settlement, conciliation Subsidiary or similar Contract (A) requiring monetary payments by the Company conduct of the Business or its Subsidiaries after the date absence of this Agreement, (B) with which could reasonably be expected to have a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing)Material Adverse Effect; and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, research and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written noticecollaboration contract. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights).

Material Contracts. (a) Section 3.13(a) As of the date hereof, except for this Agreement and the agreements filed as exhibits to the Company SEC Documents or set forth in the Company Disclosure Schedule, none of the Company Disclosure Schedule contains a listing nor any of all Contracts described in clauses (i) through (xiii) below to which, as of the date of this Agreement, the Company or its Subsidiaries is a party to or bound by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including has rights under any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, following Contracts to the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto):extent currently in effect: (i) any employment, contractor or consulting Contract relating to Indebtedness for borrowed money with any executive officer or other employee of the Company earning an annual salary in excess of $200,000 or its Subsidiaries or to member of the placing Company’s Board of a Lien (Directors, other than a Permitted Lien) on any material assets or properties of those that are terminable by the Company or any of its Subsidiaries on no more than 30 days notice without liability or financial obligation to the Company or any of its Subsidiaries, or any collective bargaining agreement or contract with any labor union or other employee organization; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operatesplan, in each caseincluding, without limitation, any tangible property Company Plan or employee agreement, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (other than real propertyeither alone or upon the occurrence of additional or subsequent events) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (either alone or upon the occurrence of additional or subsequent events), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under Contracts in connection with which or pursuant to which the Company or and its Subsidiaries is lessor of reasonably likely to spend or permits any third party to hold or operatereceive, in each casethe aggregate, any tangible property (more than $200,000 during the current fiscal year or during the next fiscal year, other than real property), owned or controlled by as are entered into the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000ordinary course of business consistent with past practice; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, Contracts pursuant to which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or any of its Subsidiaries in excess has granted a right of $1,000,000 over the life of the Contract first refusal, first negotiation, most favored nation pricing or (B) other Contract with respect to material Company Licensed Intellectual Property (similar terms, preferred pricing, exclusive sales, distribution, marketing or other than any Non-Scheduled Contracts)exclusive rights1; (v) any Contract that Material partnership or joint venture agreements; (Avi) limits Contracts for the acquisition, sale or purports to limit, in any lease of material respect, the freedom properties or assets of the Company or its Subsidiaries to engage (by merger, purchase or compete in any line sale of business assets or with any Person stock or in any area or that would so limit or purport to limitotherwise), in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over 200,000 in the life aggregate, other than sales of inventory in the agreementordinary course of business; (vii) any Contract requiring loan or credit agreements, deeds of trust, mortgages, promissory notes, indentures or other Contracts evidencing or securing indebtedness for borrowed money by the Company or any of its Subsidiaries Subsidiaries, or any Contracts with respect to guarantee the Liabilities of any Person (swap, forward, futures, warrant, option or other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000derivative transaction; (viii) any Contract under which Contracts providing for, (a) indemnification or guaranty, other than as are entered into in the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advanceordinary course of business, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or guaranty other than as entered into in the aggregate, ordinary course of business or as set forth in an amount in excess of $200,000 or made any capital contribution toclause (b) hereof, or other investment in, (b) any Personguaranty of indebtedness; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which Contracts between the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor unioncurrent or former 5% or greater stockholder, labor organization director, officer or works council representing employees other Affiliate of the Company or any of its SubsidiariesSubsidiaries (or any Affiliate of such Person), on the other hand; (xivx) any Contract with Contracts that purport to limit, curtail or restrict the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) ability of the Company or any of its Subsidiaries to make compete in any payment material respect in any geographic area or incur line of business, or to acquire, own, operate, sell, transfer, pledge or otherwise dispose of any Liability as a result assets or to hire or solicit for hire for employment of any individual or group; (xi) Contracts pursuant to which the Company or its Subsidiaries grant to or receive from any person the right to use any Intellectual Property material to the conduct of the consummation Business, other than as relates to generally available commercial or ‘shrinkwrap’ software; (xii) settlement agreements which contain continuing material obligations of the transactions contemplated Company or any of its Subsidiaries; (xiii) any Contracts, or groups of Contracts with a Person (or group of affiliated Persons), the termination or breach of which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (xiv) any Real Property Lease; (xv) Contracts that would be required to be filed as an exhibit to an Annual Report on Form 10-K if such report were required to be filed by this Agreement, termination the Company with the SEC on the date hereof; (xvi) confidentiality agreements with the Company that would prohibit the Company from complying with any of employment the terms of Section 6.3(b) or bothSection 6.3(c) if the counterparty to such confidentiality agreement were to make a Superior Proposal or Takeover Proposal (with the name of the counterparty thereof redacted to extent required by the terms of such confidentiality agreement); and (xvii) commitments and agreements to enter into any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement andforegoing (such Contracts, in each case, that is not terminable by and including the applicable the Contracts filed as exhibits to Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s KnowledgeSEC Documents, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any “Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rightsContracts”).

Material Contracts. (a) Section 3.13(aSchedule 3.11 contains an accurate description of all agreements, contracts, commitments, and other instruments and arrangements (whether written or oral) of the Company Disclosure Schedule contains a listing of all Contracts types described in clauses below (i) through by which the Companies or any of their assets, businesses, or operations receive benefits, or (xiiiii) below to which, as of which the date of this Agreement, the Company or its Subsidiaries is Companies are a party or by which they the Companies are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which insignificant contracts entered into in the Company has ordinary course of business consistent with no material outstanding or executory obligations or Liabilities past practice (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True): (i) leases, licenses, permits, franchises, insurance policies, warranties, guarantees, Governmental Approvals, and other contracts concerning or relating to the Companies’ real property, (ii) contracts for capital expenditures in excess of $50,000 each; (iii) performance bonds, completion bonds, bid bonds, suretyship agreements and similar instruments; (iv) joint venture, partnership, and similar contracts involving a sharing of profits and/or expenses; (v) agreements providing for the leasing to or by the Companies of personal property; (vi) Line Extension Agreements; and (vii) agreements or instruments under which the Companies have acquired or hold their Water Rights; and (b) Seller has delivered to Purchaser complete and correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representativesall written Material Contracts, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (ic) Each All Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is Contracts are in full force and effect and enforceable against each party thereto. To the Knowledge of Seller, except for an existing subcontractors claim and existing mechanics lien in accordance with its terms against the Company or its Subsidiaries andapproximate amount of $107,000.00, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are there does not in material breach of, or default under, exist under any Material Contract and (iii) no any event has occurred that (with of default or without due event or condition that, after notice or lapse of time or both) , would result in constitute a material breach ofviolation, breach, or event of default under, thereunder on the part of the Companies or any other party thereto. No consent of any third party is required under any Material Contract by as a result of or in connection with, and the Company or its Subsidiaries or, to the Company’s Knowledgeenforceability of any Material Contract will not be affected in any manner by, the counterparties thereto. The Company has made available to Parent true execution, delivery and complete copies performance of all Material Contracts in effect as this Agreement or the consummation of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)transactions contemplated hereby.

Material Contracts. (a) Except for this Agreement, for Contracts filed as exhibits to the Company Reports or as disclosed in Section 3.13(a3.15(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to whichSchedule, as of the date of this Agreement, Agreement (i) neither the Company or nor any of its Subsidiaries is a party or by which they are bound, other than a Company Benefit Planto, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(aii) none of the Company Disclosure ScheduleCompany, the “Material Contracts”). Trueany of its Subsidiaries, correct and complete copies or any of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent their respective properties, assets or its agents or representatives, together with all amendments thereto):rights is bound by: (i) any Contract relating that is or would be required to Indebtedness for borrowed money of be filed by the Company as a “material contract” with the SEC pursuant to Item 601(b)(10) of Regulation S-K or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of disclosed by the Company or its Subsidiarieson Form 8-K; (ii) any Contract under which limited liability company agreement, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture (excluding any Teaming Agreement) that is material to the business of the Company or and its Subsidiaries is lessee of or holds or operatesSubsidiaries, in each casetaken as a whole, any tangible property (other than real property)any such limited liability company, owned by any other Person, except for any lease partnership or agreement under which joint venture that is a Subsidiary of the aggregate annual rental payments do not exceed $500,000Company; (iii) any Contract under which (other than among consolidated Subsidiaries of the Company or its Subsidiaries is lessor of capital or permits operating leases) relating to (x) indebtedness for borrowed money or (y) any third party to hold interest rate, currency or operate, in each case, any tangible property (other than real property), owned commodity derivatives or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000hedging transactions; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (vTeaming Agreement) any Contract that (A) limits or purports to limit, in any material respect, limit the freedom right of the Company or any of its Subsidiaries to engage or compete in any line of business or to compete with any Person or operate in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiarylocation, in each case in excess of $200,000; (viii) any Contract under which respect material to the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or and its Subsidiaries or for Subsidiaries, taken as a whole; (v) any Contract entered into since the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect Applicable Date relating to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including payment, indemnification, purchase price adjustment, “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingentobligations) of the Company or any of its Subsidiaries that are still in effect and would reasonably be expected to make any payment or incur any Liability as a result of the consummation of the transactions contemplated in payments by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or any of its Subsidiaries in excess of $300,000 or 250,000; (Bvi) aggregate payments to or from any Contract that obligates the Company to make any capital commitment or its Subsidiaries expenditure (including pursuant to any joint venture) in excess of $1,500,000 over the life 1,000,000; (vii) any individual Contract with an employee of the agreement and, in each case, that is not terminable by the applicable the Company or any of its Subsidiaries that provides for compensation in any fiscal year that is equal to or greater than $400,000 (excluding any compensation related to expatriate costs and expenses, such as expatriate allowance, expatriate bonus, assignment completion bonus, post differential/hardship pay, post or cost of living allowance, education allowance, housing or living quarters allowance, relocation expenses, repatriation allowance, automobile allowance, language courses and orientation, travel costs, cost for tax assistance and preparation, and temporary housing costs), other than any offer letter or similar employment arrangement that can be terminated without penalty upon less express liability post-termination other than thirty (30) days’ prior written notice.severance paid in the ordinary course of business; and (iviii) Each Material any Contract is valid and binding on that prohibits the pledging of capital stock of the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against any Subsidiary of the Company or its Subsidiaries and, to prohibits the issuance of guarantees by any Subsidiary of the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights).

Material Contracts. (a) Section 3.13(aSchedule 4.13(a) sets forth all of the Company Disclosure Schedule contains following Contracts (each a listing of all Contracts described in clauses (i“Material Contract” and, collectively, the “Material Contracts”) through (xiii) below to which, as of the date of this Agreement, which the Company or any of its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, any of them is bound (excluding any Contract covered by Section 4.11(b)(ii)) and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto):which: (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act); (ii) would be treated as a sale-leaseback arrangement under GAAP; (iii) involves the lease of personal property by the Company or any Contract relating of its Subsidiaries that provides for rent payable by the Company or any of its Subsidiaries in any twelve (12) month period in excess of $2,000,000 (and which cannot be terminated by the Company or any of its Subsidiaries without penalty on 180 days’ notice); (iv) is with a Material Customer or a Material Supplier (or an applicable Affiliate or Subsidiary thereof) (excluding Contracts that are routine purchase orders and related releases occurring in the Ordinary Course of Business); (v) relates to Indebtedness indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lienindebtedness between the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries) on under which the principal amount outstanding thereunder payable by the Company or any of its Subsidiaries is in excess of $1,000,000; (vi) contains any material assets or properties outstanding obligation of the Company or any of its Subsidiaries with respect to an “earn out,” contingent purchase price, or similar contingent payment obligation or material indemnification obligation; (vii) is a joint venture, partnership or similar agreement; (viii) provides for any change of control bonuses and/or severance payments, in each case, that would become payable solely as a result of the transactions contemplated herein to any current or former “executive officers” (as defined under item 402(a)(3) of Regulation S-K under Rule 3b-7 promulgated under the Exchange Act) of the Company or any of its Subsidiaries; (iiix) relates to the services of any Contract under which employee, director or officer of the Company or its Subsidiaries is lessee any Subsidiary who has a title of “Senior Vice President” or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000higher; (iiix) any Contract under which involves unpaid (as of the Company or its Subsidiaries is lessor of or permits any third party date hereof) commitments to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries make capital expenditures in excess of $1,000,000 over individually or in the life aggregate, by or on behalf of the Contract Company or any of its Subsidiaries other than (i) Contracts between the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries or (Bii) other Contract with respect commitments reflected in the capital expenditure budget of the Company and its Subsidiaries for corporate, maintenance and strategic capital expenditures through December 31, 2019, and provided to material Company Licensed Intellectual Property Parent prior to the date hereof (other than any Non-Scheduled Contractsthe “CapEx Budget”); (vxi) any Contract that (A) limits or purports to limit, restricts in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict respect the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test compete in any business or research products, directly geographic area or indirectly through third parties, hire any individual or to solicit group of individuals; (xii) is with (A) the U.S. Federal Government or any potential employee government in a nation-state of the European Union or customer, (B) any other Governmental Body and in each case, in any material respect or case that would so limit or purports involves payments to limit, in any material respect, Parent the Company or any of its Affiliates after the ClosingSubsidiaries in any twelve (12) month period in excess of $5,000,000; (vixiii) is a license of any Contract requiring Intellectual Property to or from the Company (other than with respect to (i) IT Contracts, (ii) licenses of Intellectual Property between the Company and any future capital commitment or capital expenditure of its wholly-owned Subsidiaries, and (or series of capital expendituresiii) commercially available software products under standard end-user object code license agreements) and involves payments by the Company or any of its Subsidiaries in an amount any twelve (12) month period in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement1,000,000; (viixiv) any relates to the pending acquisition or sale of a business; or (xv) constitutes a Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any for borrowed money under which a Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment inCompany, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity customers in the Ordinary Course of Business) is advanced or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with loaned an employee or individual consultant or independent contractor, involving aggregate payments of more than amount exceeding $500,000 per year;1,000,000; or (xvi) contains any employment or consulting Contract with severance, change in control, retention or similar arrangements, provision that will result in any obligation (absolute or contingent) requires the purchase of all of the Company Company’s (or any of its Subsidiaries Subsidiaries’) requirements for a given product or service from a given third party, which product or service is material to make any payment or incur any Liability the Company and its Subsidiaries, taken as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; andwhole; (xviib) any other Contract the performance The Company has made available to Parent a correct and complete copy of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement andeach Material Contract, in each case, that is including all amendments and supplements thereto. Except as would not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. have a Material Adverse Effect: (i) Each assuming the due authorization, execution and delivery thereof by the other party or parties thereto, each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and is a legal, valid and binding agreement that is enforceable against the Company and/or a Subsidiary of the Company (as applicable) and, to the Knowledge of the Company, the other party or parties thereto in accordance with its terms against the Company or its Subsidiaries andterms, subject to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights Bankruptcy and subject to general principles of equity), Equity Exception; (ii) the Company or and/or one of its Subsidiaries (as applicable) and, to the Knowledge of the Company’s Knowledge, the counterparties each other party thereto are not in material breach of, or default under, any compliance with all terms of each Material Contract Contract; and (iii) no event none of the Company nor any of the Company’s Subsidiaries has occurred that received prior to the date hereof written notice of (with x) default or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract noncompliance by the Company or its Subsidiaries orunder any Material Contract, to (y) early termination of any Material Contract or (z) the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as intent of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary counterparty to alter the main contractual relationship between the parties to a particular Contract or group provisions of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)Material Contract.

Material Contracts. (a) Section 3.13(a) of the Company The Earlychildhood Disclosure Schedule contains sets forth a listing of all Contracts described in clauses (i) through (xiii) below to which, as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plancomplete and accurate list, and that are not expired or have not been terminated and not including any Contracts pursuant Earlychildhood has made available to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure ScheduleSmarterKids, the “Material Contracts”). True, correct true and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto):of: (i) each contract that provides for annual payments to or by Earlychildhood or any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing in excess of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries$150,000; (ii) each contract of Earlychildhood or any Contract under which the Company or of its Subsidiaries is lessee that was not entered into in the ordinary course of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000business; (iii) any Contract contract under which the Company Earlychildhood or any of its Subsidiaries is lessor has or may, except by way of endorsement of negotiable instruments for collection in the ordinary course of business and consistent with past practice, become absolutely or permits contingently or otherwise liable for (x) the performance under any third party to hold contract of any other person, firm or operatecorporation or (y) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation, in each caseall cases, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which individually in excess of $1,000,000 and in the aggregate annual rental payments do not exceed in excess of $200,0005,000,000; (iv) all employment agreements, consulting agreements, contracts or commitments with any (A) joint ventureemployee or member of Earlychildhood's Management Committee, profit-sharingother than those which are terminable by Earlychildhood or any of its Subsidiaries on not more than thirty days notice without liability or financial obligation, partnershipand within each such category of agreements, collaboration, co-promotion, commercialization contracts or research or development Contract, or similar Contract, in each casecommitments, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries are individually in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts)150,000; (v) any Contract that (A) limits agreements or purports to limitplans, in including, without limitation, any material respectstock option, the freedom stock or equity appreciation right or stock or equity purchase plans or agreements, any of the Company benefits of which will be increased, or its Subsidiaries to engage or compete in any line the vesting of business or with any Person or in any area or that would so limit or purport to limitbenefits of which will be accelerated, in any material respect, by the operations occurrence of Parent or any of its Affiliates after the Closing, (B) contains transactions contemplated by this Agreement or the value of any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or benefits of which will be calculated on the basis of any of its Affiliates after the Closingtransactions contemplated by this Agreement; (vi) any Contract requiring contract with any future capital commitment Member, managing member or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life member of the agreementManagement Committee of Earlychildhood, other than in such person's capacity as a Member, managing member or member of the Management Committee, or any contract with any entity in which, to the knowledge of Earlychildhood, any Member, managing member or member of the Management Committee or any family member of any such person has a material economic interest; (vii) any Contract requiring the Company contract that limits or restricts in any material respect where Earlychildhood or any of its Subsidiaries to guarantee may conduct its or their business or the Liabilities type or line of business that Earlychildhood or any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000its Subsidiaries may engage in; (viii) any Contract under which powers of attorney outstanding (other than those issued in the Company ordinary course of business with respect to Tax matters), or material obligations or liabilities (absolute or contingent) as guarantor, surety, cosigner, endorser, co-maker, indemnitor, or otherwise respecting the obligations or liabilities of any person. (ix) any material contract containing any agreement with respect to any change of control; and (x) each material amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Neither Earlychildhood nor any of its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advancehave breached, or assignment of payment to received in writing any Person outside claim or notice that it has breached, any of the Ordinary Course terms or conditions of Business orany material agreement, contract or commitment set forth or required to be set forth in Section 3.12 of the Earlychildhood Disclosure Schedule ("Earlychildhood Material Contracts") in such a manner as, individually or in the aggregate, is reasonably likely to have an Earlychildhood Material Adverse Effect. Except as set forth in the Earlychildhood Disclosure Schedule, each Earlychildhood Material Contract that has not expired by its terms is in full force and effect, except for those contracts, the ineffectiveness of which would not reasonably be likely to have an amount in excess of $200,000 or made any capital contribution toEarlychildhood Material Adverse Effect and, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 if all of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestonesconsents, royalties or approvals, authorizations, filings, notifications and other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights actions listed with respect to any material Company Product such contract in the Earlychildhood Disclosure Schedule are obtained, taken or any material Intellectual Property;made, as applicable, such contract will continue, after the Effective Time, to be in full force and effect on identical terms. (xic) any Contract for To the disposition knowledge of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company Earlychildhood or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees none of the Company parties to any Earlychildhood Material Contract have terminated, or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company notified Earlychildhood or any of its Subsidiaries in writing of its intent to make materially reduce or terminate its business relationship with Earlychildhood or any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written noticefuture. (id) Each Material Contract is valid Neither of Earlychildhood nor any of its Subsidiaries have received written notice from any customer, or group of customers, that are under common ownership or control, and binding on that accounted for a material percentage of the Company aggregate products and services furnished by Earlychildhood or any of its Subsidiaries since January 1, 1999 that such customer or group of customers has stopped or intends to stop purchasing Earlychildhood's or any of its Subsidiaries' products or services, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company nor has Earlychildhood or any of its Subsidiaries lost any supplier, or group of suppliers that are under common ownership or control, that accounted for a material percentage of the aggregate supplies purchased by Earlychildhood or any of its Subsidiaries since January 1, 1999. (e) As of the Effective Time, Earlychildhood will have terminated the Executive Management Agreement, dated as of May 5, 1999 by and between Earlychildhood and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and Sons, L.L.C., a Delaware limited liability company (the "Executive Management Agreement"), and, to from and after the Company’s KnowledgeEffective Time, the counterparties thereto (subject to applicable bankruptcythere will be no further obligations or liabilities, insolvencyincluding payment obligations, reorganization, moratorium outstanding or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties theretothereunder. The Company has made available fees payable to Parent true ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and complete copies of all Material Contracts in effect as of Sons, L.L.C. between the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary the Effective Time pursuant to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do Executive Management Agreement shall not contain any material executory or continuing terms, conditions, obligations or rights)exceed $25,000 per month.

Material Contracts. (a) Section 3.13(aSchedule 4.8(a) of the Company Seller Disclosure Schedule contains lists all of the following Contracts to which any Acquired Company is a listing party or to which Seller or any of all its Affiliates is a party that is a Shared Contract or primarily relates to the Business (indicating with an asterisk (*) any such Contracts described to which Seller or any of its Affiliates (other than the Acquired Companies) is a party) and that are in clauses (i) through (xiii) below to which, effect and not entirely fulfilled or performed as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, Agreement (other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Plans) (the Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth listed on Section 3.13(aSchedule 4.8(a) of the Company Seller Disclosure Schedule, collectively, the “Material Contracts”). True; provided that (x) order forms, correct purchase orders, statements of work and complete copies (y) any Contracts of the Contracts type described in Section 4.8(a)(iii), in each case, need not be listed on Section 3.13(aSchedule 4.8(a) of the Company Seller Disclosure Schedule have previously been made available to Parent or its agents or representatives(the Contracts described in clauses (x) and (y), together with all amendments thereto):the “Specified Material Contracts”), but shall otherwise constitute Material Contracts hereunder: (i) any Contract with a Key Customer; (ii) any Contract with a Key Supplier; (iii) Contracts that (A) involve aggregate payments to the Acquired Companies, or aggregate payments by the Acquired Companies, in each case, in excess of $3,000,000 in the prior twelve (12) months or (B) are reasonably expected to involve aggregate payments to the Acquired Companies, or aggregate payments by the Acquired Companies, in each case, in excess of $3,000,000 in any calendar year period; (iv) any Contract that requires Seller or any of its Subsidiaries (including the Acquired Companies) to deal exclusively with a third party in connection with the sale or purchase of any product or service or geographic area; (v) any Contract that contains (A) “most favored nation”, first refusal, right of first negotiation, first offer provisions or similar preferential terms or (B) take-or-pay or similar minimum purchase requirements, in each case, in favor of any other Person; (vi) any Contract that relates to an acquisition, lease or divestiture of the equity, assets or property or business of any Person (whether by merger, sale of stock or other equity, sale of assets or otherwise) (A) with a purchase price in excess of $3,000,000, (B) that is material to the operation of the Business, taken as a whole or (C) that contains covenants, indemnities or other obligations that remain in effect and would reasonably be likely to be material to the Business, taken as a whole; (vii) any Contract relating to Indebtedness for borrowed money of the Company Acquired Companies or its Subsidiaries or with respect to the placing of a Lien Business; (viii) any Contract that creates any Encumbrance (other than a any Permitted LienEncumbrance) on upon any Owned Real Property, any Leased Real Property or any material assets or properties asset of the any Acquired Company or its Subsidiariesthe Business; (iiix) any Contract under which that is a material IP Contract; (x) any Shared Contract; (xi) any Government Contract involving aggregate revenue of the Business in excess of $3,000,000 for the twelve (12) month period ended December 31, 2023; (xii) any Contract that provides for any joint venture, partnership, collaboration or other arrangement involving a sharing of profits or losses of any Acquired Company with any Person; (xiii) any Contract limiting or restraining (or purporting to limit or restrain) in any material respect Seller or any of its Subsidiaries is lessee (including the Acquired Companies) or the Business from (A) competing with any Person in any market or geographic area or in any business, (B) engaging in any type of business or holds or operates(C) acquiring any entity, in each case, that relates to or affects the Business or any tangible property of the Acquired Companies; (xiv) any Contract involving a loan (other than real propertytransactions on credit in the ordinary course of business) or advance to (other than advances to any Business Employee extended in the ordinary course of business), owned by or investment in, any other PersonPerson or any Contract relating to the making of any such loan, except for any lease advance or agreement under which the aggregate annual rental payments do not exceed $500,000investment; (iiixv) any Contract under which the Company involving any actual or its Subsidiaries is lessor of threatened Proceeding or permits any third party to hold other dispute (A)(1) entered into since January 1, 2021 and (2) that has involved or operate, will involve payment in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries an amount in excess of $1,000,000 over the life 250,000 (net of the Contract third-party insurance coverage) or (B) that contains ongoing material obligations, including obligations to pay amounts, individually or in the aggregate, in excess of $500,000 (net of third-party insurance coverage and excluding compliance with confidentiality, non-disparagement, and other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contractssimilar customary provisions); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vixvi) any Contract requiring any future capital commitment or capital expenditure (or series of the capital expenditures) by the Company Seller or any of its Subsidiaries (including the Acquired Companies) in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life respect of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case Business in excess of $200,0003,000,000; (viiixvii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment that contains obligations with respect to any Person outside contingent payment of any type (including under any purchase price adjustment, earn-out, deferred payment or similar provision) in excess of $3,000,000; (xviii) any Real Property Lease that is material to the Business; (xix) any supply or tolling Contract for the supply of raw materials, intermediates or finished goods for which there is no reasonably available alternative source as of the Ordinary Course date of Business orthis Agreement; and (xx) any Contract that contains any material indemnification or contribution right or obligation, other than any such right or obligation (1) incurred in the ordinary course of business with any customer or supplier, (2) that provides for any type of customary director and officer indemnification arrangement or (3) in respect of Retained Liabilities. (b) Except as would not reasonably be expected to have, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution toa Material Adverse Effect, or other investment in, any Person; (ixi) any Contract required to be disclosed on Section 3.19 each of the Company Disclosure Schedule; Material Contracts is in full force and effect, (xii) there exists no default or breach under any Contract with such Material Contracts by any Person (A) pursuant to which the Acquired Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company Seller or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicableor, to the CompanySeller’s Knowledge, the counterparties theretoany other party to such Material Contracts, and is in full force and effect and enforceable in accordance (iii) there exists no event or circumstance with its terms against the respect to any Acquired Company or Seller or any of its Subsidiaries andor, to the CompanySeller’s Knowledge, the counterparties thereto (subject any other party to applicable bankruptcysuch Material Contracts, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would create a default or breach under any of the Material Contracts or result in a termination right thereof or would cause or permit the acceleration of or other changes of or to any material breach of, right or default under, obligation or the loss of any Material Contract by the Company or its Subsidiaries material benefit thereunder and (iv) there exists no actual or, to the CompanySeller’s Knowledge, the counterparties theretothreatened termination or cancellation of any Material Contract. The Company Seller has made available to Parent true Purchaser a complete and complete copies accurate copy of all each Material Contracts Contract, other than any Specified Material Contract, that is in effect as of the date hereof of this Agreement (other than purchase orderstogether with all legally binding amendments, invoicesmodifications, and similar confirmatory schedules or administrative documents that are ancillary supplements thereto). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies or, to the main contractual relationship between extent related to the parties Business, Seller or any of its other Affiliates has received any written or, to a particular Seller’s Knowledge, oral notice under any Material Contract that any counterparty to any Material Contract intends to terminate any such Material Contracts or is repudiating, not renewing, modifying, or accelerating any material obligation under any Material Contract or group of Contracts and that, in each case, that it intends to do not contain so. There have been no material disputes under any material executory or continuing terms, conditions, obligations or rights)Material Contract during the period beginning three (3) years prior to the date hereof.

Material Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses Subsections (i) through (xiiivii) below of Section 4.16 of the Parent Disclosure Schedule contain a list of the following types of Contracts to which, which Parent or any Parent Subsidiary is a party as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities hereof (such Contracts as are required to be set forth on in Section 3.13(a4.16(a) of the Company Parent Disclosure Schedule, Schedule being referred to as the “Material Parent Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto): (i) all Contracts that are not for the purchase, sale, processing or tolling of metal and that are reasonably expected to involve consideration of more than $500,000, in the aggregate, in any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiariescalendar year; (ii) all Contracts evidencing outstanding indebtedness for money borrowed and capital lease obligations (including, without limitation, any Contract under pursuant to which the Company Parent or its Subsidiaries is lessee any Parent Subsidiary has sold, conveyed or otherwise transferred, or granted a security interest in, receivables) in a principal amount of $1,000,000 or holds or operates, in each case, any tangible property more (other than real property“Parent Debt Agreement”), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which all Contracts for the Company purchase, sale, processing or its Subsidiaries is lessor tolling of or permits any third party to hold or operate, metal for an amount in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed excess of $200,0005,000,000; (iv) all leases of real property leased for the use or benefit of Parent or any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts)Parent Subsidiary; (v) any Contract all Contracts that (A) limits limit, or purports purport to limit, in the ability of Parent or any material respect, the freedom of the Company or its Subsidiaries Parent Subsidiary to engage or compete in any line of business or with any Person person or entity or in any geographic area or that would so limit or purport to limit, in during any material respect, the operations period of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closingtime; (vi) all material broker, distributor, dealer, manufacturer’s representative, franchise, agency, market research, marketing consulting and advertising Contracts to which Parent or any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement;Parent Subsidiary is a party; and (vii) all management Contracts (excluding Contracts for employment) and Contracts with other consultants, including any Contract requiring Contracts involving the Company payment of royalties or its Subsidiaries other amounts calculated based upon the revenues or income of Parent or any Parent Subsidiary or income or revenues related to guarantee the Liabilities any product of Parent or any Person (other than the Company or a Subsidiary) or pursuant Parent Subsidiary to which Parent or any Person (other than the Company or Parent Subsidiary is a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000;party. (viiib) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business orExcept as would not reasonably be expected, individually or in the aggregate, in an amount in excess of $200,000 to prevent or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the materially delay consummation of the transactions contemplated by Transactions or otherwise prevent or materially delay Parent from performing its obligations under this AgreementAgreement and would not reasonably be expected, termination of employment individually or both; and (xvii) any other Contract in the performance of which requires either (A) annual payments aggregate, to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice.have a Parent Material Adverse Effect: (i) Each each Material Parent Contract is a legal, valid and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), agreement; (ii) the Company neither Parent nor any Parent Subsidiary is in breach or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach violation of, or default under, any Material Parent Contract and and, as of the date hereof, neither Parent nor any Parent Subsidiary has received any claim of default under any Material Parent Contract; (iii) to Parent’s knowledge, as of the date hereof, no event has occurred that (with other party is in breach or without due notice or lapse of time or both) would result in a material breach violation of, or default under, any Material Contract by Parent Contract; and (iv) neither the Company execution of this Agreement nor the consummation of any Transactions shall constitute a default under, give rise to cancellation rights under, or its Subsidiaries or, to otherwise adversely affect any of the Company’s Knowledge, the counterparties theretomaterial rights of Parent or any Parent Subsidiary under any Material Parent Contract. The Company Parent has furnished or made available to Parent the Company true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase ordersParent Contracts, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain including any material executory or continuing terms, conditions, obligations or rights)amendments thereto.

Material Contracts. (a) Section 3.13(a) Except for this Agreement and the Contracts filed as exhibits to the Company Reports, as of the date hereof, none of the Company Disclosure Schedule or its Subsidiaries is a party to or bound by: (i) any Contract that is required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract involving the payment or receipt of amounts by the Company or any of its Subsidiaries, or relating to indebtedness for borrowed money or any financial guarantee, of more than US$3,500,000 in any calendar year on its face; (iii) any Contract that contains a listing put, call or similar right pursuant to which the Company or any of all Contracts its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than US$100,000; (iv) any Contract relating to the formation, creation, operation, management or control of any joint venture; (v) any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any Person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act; and (vi) any non-competition Contract or other Contract that limits or purports to limit in any material respect the type of business in which the Company or its Subsidiaries may engage, the type of goods or services which the Company or its Subsidiaries may manufacture, produce, import, export, offer for sale, sell or distribute or the manner or locations in which any of them may so engage in any business or use their assets. Each such Contract described in clauses (i) through (xiiivi) below above is referred to which, herein as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material ContractsContract”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto):. (ib) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do Except as would not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business orhave, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution toa Material Adverse Effect, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each each of the Material Contract Contracts is valid and binding on the Company or its Subsidiaries, as applicablethe case may be, and, to the Knowledge of the Company’s Knowledge, the counterparties each other party thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries andeffect, subject to the Company’s Knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights Bankruptcy and subject to general principles of equity), Equity Exception and (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material there is no breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, under any Material Contract by the Company or any of its Subsidiaries or, and to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as Knowledge of the date hereof (other than purchase ordersCompany, invoices, and similar confirmatory no event has occurred that with the lapse of time or administrative documents that are ancillary to the main contractual relationship between giving of notice or both would constitute a breach or default thereunder by the parties to a particular Contract Company or group any of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations or rights)its Subsidiaries.

Material Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to which, as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, complete and correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule following material contracts have previously been made available to Parent Pegasus as part of the virtual dataroom process or its agents or representatives, together with all amendments thereto):otherwise: (i) any Contract relating to Indebtedness for borrowed money of the Company or any of its Subsidiaries (other than any such Contracts relating to Indebtedness solely owing to the Company or any of its Subsidiaries) or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or any of its Subsidiaries; (ii) any Contract for the disposition of any portion of the assets or business of the Company or any of its Subsidiaries or for the acquisition by the Company or any of its Subsidiaries of the assets or business of any other Person in each case for an aggregate purchase price in excess of €15,000,000 (other than acquisitions or dispositions made in the ordinary course of business), or under which the Company or any of its Subsidiaries has any continuing obligation with respect to an "earn-out", contingent purchase price or other contingent or deferred payment obligation; (iii) any Contract under which the Company or any of its Subsidiaries is a lessee of or holds hold or operatesoperate, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $€500,000; (iiiiv) any Contract under which the Company or any of its Subsidiaries is are a 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 of its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000€500,000; (ivv) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value in excess of €500,000, other than sales or purchases in the ordinary course of business consistent with past practices and sales of obsolete equipment; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or any of its Subsidiaries in an amount in excess of (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract €500,000 annually or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts)€4,000,000 over the term of the agreement; (vvii) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent the TopCo or any of its Affiliates after the Closing, (B) contains any exclusivity, “"most favored nation” " or similar provisions, obligations or restrictions in favor of the Company's or such Subsidiary's counterparty to such Contract, (C) contains "take or pay", "requirements" or other similar provisions obligating the Company or any of its Subsidiaries to provide the quantity of goods or services required by another Person, or (CD) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in the case of each caseof the foregoing clauses (A), (B), (C) and (D), in any material respect or that would so limit or purports to limit, in any material respect, Parent TopCo or any of its Affiliates after the Closing; (viviii) any Contract requiring that (A) relates to (1) the licensing of, or grant of other rights under, material Intellectual Property to or from the Company or any future capital commitment Subsidiaries, or capital expenditure (2) the ownership, development or series use of capital expendituresany Intellectual Property, or (B) affects the Company's or any Subsidiaries' ability to use, enforce or disclose any Intellectual Property in connection with the resolution of any claim or dispute related to Intellectual Property, excluding in the case of either (A) or (B) (x) non-exclusive end-user licenses for unmodified, commercially available, off-the-shelf Software, with an aggregate fee of less than €300,000, and (y) non-exclusive licenses granted by the Company or its Subsidiaries a Subsidiary to customers in the ordinary course of business consistent with past practice; (ix) any Contract that is a hosting agreement or a co-location agreement with an amount aggregate fee for hosting services in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement€500,000; (viix) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of any Person (other than the Company or a any Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a any Subsidiary, in each case in excess of $€200,000; (viiixi) any Contract under which the Company or its Subsidiaries any Subsidiary has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person (other than between the Company and any Subsidiary) outside of the Ordinary Course ordinary course of Business business or, individually or in the aggregate, in an amount in excess of $200,000 €1,500,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation settlement or similar Contract (A) requiring monetary the performance of which would be reasonably likely to involve any payments by in excess of €500,000 in the Company or its Subsidiaries aggregate after the date of this Agreement, (B) with a Governmental Authority Authority, or (C) that imposes or is reasonably likely to impose, at any materialtime in the future, any material non-monetary obligations on the Company or any of its Subsidiaries (or Parent TopCo or any of its Affiliates after the Closing); and; (xiii) each collective bargaining agreement or other any Contract with the Company a director, shareholder, executive officer, other employee or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees individual service provider of the Company or its Subsidiaries, on the other handin each case, with annual base compensation in excess of €500,000 or that (A) provides for Change of Control Payments or (B) provides for retention bonuses, severance, or similar payments in excess of €500,000; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member Lease involving annual lease payments in excess of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment)€500,000; (xv) any employment(A) material advertising, consultingagency, bonusoriginal equipment manufacturer, commissions dealer, distributors, joint marketing, joint development, research and development or other similar Contract, and (B) any Contract establishing any joint venture, profit-sharing, partnership, co-promotion, commercialization, strategic alliance or other compensation Contract with an employee collaboration that is material to the business of the Company and its Subsidiaries taken as a whole (other than joint ventures, profit-sharing, partnerships, co-promotion, commercialization, strategic alliances, and other collaborations entered into for purposes of a specific project or individual consultant or independent contractor, involving aggregate payments group of more than $500,000 per yearprojects and which are not material to the business of the Company and its Subsidiaries taken as a whole); (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries any Subsidiary in excess of $300,000 €700,000 or (B) aggregate payments to or from the Company or its Subsidiaries any Subsidiary in excess of $1,500,000 €2,500,000 over the life term of the agreement; and (xvii) any collective bargaining agreement andor other Contract with any labor union, works council or labor organization (each, a "Labor Agreement"). (b) Except, in each case, that is as would not terminable by reasonably be expected to be, individually or in the applicable aggregate, material to the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, taken as applicablea whole, to the Company’s Knowledge, the counterparties thereto, and knowledge each Material Contract is (i) in full force and effect and (ii) a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries party thereto and, to the knowledge of the Company’s Knowledge, the counterparties thereto (other parties thereto, in each case, subject to applicable bankruptcythe Enforceability Exceptions. Except, insolvencyin each case, reorganizationas would not reasonably be expected to be, moratorium individually or other Laws affecting generally in the enforcement of creditors’ rights aggregate, material to the Company and subject to general principles of equity)its Subsidiaries, (ii) taken as a whole, there is no material breach or default by the Company or any of its Subsidiaries or, to the knowledge of the Company, any third party under any Material Contract, and, to the knowledge of the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iiiA) no event has occurred that which (with or without due notice or lapse of time or both) would result in constitute a material breach or default or would permit termination of, or default undera material modification or acceleration thereof by any party to such Material Contract, any and (B) no party to a Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties has claimed a force majeure with respect thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and thatExcept, in each case, do as would not contain reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, since December 31, 2019 through the date of this Agreement, neither the Company nor any material executory of its Subsidiaries have received notice of (i) any breach or continuing termsdefault under any Material Contract or (ii) the intention of any third party under any Material Contract to cancel, conditionsterminate or modify the terms of any such Material Contract, or accelerate the obligations of the Company or rights)any of its Subsidiaries thereunder.

Material Contracts. (a) Section 3.13(aExcept for this Agreement, the Company Plans or documents filed as an exhibit (or incorporated by reference) to the Company’s Annual Report on Form 10-K with the SEC, or as set forth in Part 2.11(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to whichSchedule, as of the date of this Agreement, neither the Company nor any Company Subsidiary is a party to or bound by any Contract (i) constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) under which expected receipts or expenditures exceeds $250,000 in the current or any future calendar year; (iii) evidencing indebtedness for borrowed or loaned money of $250,000 or more, including guarantees of such indebtedness by the Company or its Subsidiaries is a party or by which they are boundany Company Subsidiary, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which those guarantees by the Company has with no material outstanding or executory obligations or Liabilities (such Contracts of real property leases of certain Company Subsidiaries as are required to be set forth on Section 3.13(aidentified in Part 2.11(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies ; (iv) creating or relating to any partnership or joint venture or any sharing of the Contracts listed on Section 3.13(a) of profits or losses by the Company Disclosure Schedule have previously been made available to Parent or any Company Subsidiary with any third party; (v) containing covenants binding upon the Company or any of its agents or representatives, together with all amendments thereto): (i) any Contract relating to Indebtedness for borrowed money Affiliates that materially restricts the ability of the Company or any of its Subsidiaries Affiliates (or which, following the consummation of the Merger could materially restrict the ability of the Surviving Corporation or its Affiliates) to compete in any business that is material to the placing Company and its Affiliates, taken as a whole, as of a Lien (other than a Permitted Lien) on any material assets the date of this Agreement, or properties that restricts the ability of the Company or any of its Subsidiaries; Affiliates (ii) any Contract under which or which, following the Company consummation of the Merger, would restrict the ability of the Surviving Corporation or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iiiAffiliates) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; geographic area; (vi) relating to the lease or license of any Contract requiring any future capital commitment material asset, including material Intellectual Property or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; Trademarks; (vii) any Contract requiring constituting a franchise agreement entered into between a franchisee and the Company and one or more of its Subsidiaries to guarantee the Liabilities of any Person (other than the Company Subsidiaries; or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiary, in each case in excess of $200,000; (viii) any Contract under which expected receipts or expenditures exceed $200,000 and that has a term of more than one year which cannot be terminated on written notice of sixty (60) days or less without payment of penalty or premium (all contracts of the type described in this Section 2.11(a), the “Company Material Contracts”). (b) Neither the Company nor any Company Subsidiary is in material breach of or its Subsidiaries hasdefault under the terms of any Company Material Contract. To the Knowledge of the Company, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment no other party to any Person outside Company Material Contract is in breach of or default under the Ordinary Course terms of Business orany Company Material Contract where such breach or default would have, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any a Material Adverse Effect. Each Company Material Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business a valid and binding obligation of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under Subsidiary which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); is party thereto and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xvi) any employment or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $300,000 or (B) aggregate payments to or from the Company or its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, to the Knowledge of the Company’s Knowledge, the counterparties of each other party thereto, and is in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries andeffect, to the Company’s Knowledge, the counterparties thereto except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting generally the enforcement of now or hereafter in effect, relating to creditors’ rights generally and subject to general principles of equity), (ii) the Company or its Subsidiaries and, equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Company’s Knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as discretion of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain court before which any material executory or continuing terms, conditions, obligations or rights)proceeding therefor may be brought.

Material Contracts. (a) Section 3.13(a) Schedule 4.25 delivered to AMCON by HNWC prior to the execution of the Company Disclosure Schedule contains a listing of this Agreement lists all Contracts described in clauses (i) through (xiii) below material contracts and agreements to which, as of the date of this Agreementhereof, the Company or its Subsidiaries HNWC is a party or by which they are boundis bound or under which HNWC has or may acquire any rights, which involve or relate to (i) obligations of HNWC for borrowed money or other indebtedness where the amount of such obligations exceeds $50,000 individually, (ii) the lease by HNWC, as lessee or lessor, of real property for rent of more than $25,000 per annum, (iii) the purchase or sale of goods (other than a Company Benefit Plan, and raw material to be purchased by HNWC on terms that are customary and consistent with the past practice of HNWC and in amounts and at prices substantially consistent with past practices of HNWC) or services with an aggregate minimum purchase price of more than $25,000 per annum, (iv) rights to manufacture and/or distribute any product which accounted for more than $25,000 of the consolidated revenues of HNWC during the fiscal year ended December 31, 1999 or under which HNWC received or paid license or other fees in excess of $25,000 during any year, (v) the purchase or sale of assets or properties not expired in the ordinary course of business having a purchase price in excess of $25,000, (vi) the right (whether or have not been terminated and not currently exercisable) to use, license (including any Contracts pursuant to which the Company has with no material outstanding "in-license" or executory obligations "outlicense"), sublicense or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) otherwise exploit any intellectual property right or other proprietary asset of the Company Disclosure ScheduleHNWC or any other Person which, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, when considered together with all amendments thereto): such other rights, is material to HNWC; (ivii) any Contract relating material collaboration or joint venture or similar arrangement; (viii) the restriction on the right or ability of HNWC (A) to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries; (ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by compete with any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000; (iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) to acquire any product or other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of Parent asset or any of its Affiliates after the Closingservices from any other Person, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting to solicit, hire or purporting to restrict the ability of the Company or its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer, in each case, in any material respect or that would so limit or purports to limit, in any material respect, Parent or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company or its Subsidiaries in an amount in excess of (A) $300,000 annually or (B) $1,000,000 over the life of the agreement; (vii) any Contract requiring the Company or its Subsidiaries to guarantee the Liabilities of retain any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a the Company or a Subsidiaryas an employee, in each case in excess of $200,000; (viii) any Contract under which the Company or its Subsidiaries has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person outside of the Ordinary Course of Business or, individually or in the aggregate, in an amount in excess of $200,000 or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedule; (x) any Contract with any Person (A) pursuant to which the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing) is or may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or its Subsidiaries grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any material Company Product or any material Intellectual Property; (xi) any Contract for the disposition of any portion of the assets or business of the Company or its Subsidiaries or for the acquisition by the Company or its Subsidiaries of the assets or business of any other Person (other than acquisitions or dispositions made in the Ordinary Course of Business), or under which the Company or its Subsidiaries has any continuing obligation with respect to an “earn-out,” contingent purchase price or other contingent or deferred payment obligation; (xii) any settlement, conciliation or similar Contract (A) requiring monetary payments by the Company or its Subsidiaries after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or its Subsidiaries (or Parent or any of its Affiliates after the Closing); and (xiii) each collective bargaining agreement or other Contract with the Company or its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of the Company or its Subsidiaries, on the other hand; (xiv) any Contract with the Company or its Subsidiaries, on the one hand, and any officer, director, manager, stockholder, member of an Affiliate of the Company or its Subsidiaries or any of their respective Affiliates (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Company Organizational Documents, employment agreements, indemnification agreements, and offer letters for at-will employment); (xv) any employment, consulting, bonus, commissions or any other compensation Contract with an employee or individual consultant or independent contractor, involving aggregate payments of more than $500,000 per year; (xviD) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person; (ix) any employment currency hedging; (x) individual capital expenditures or consulting Contract with severance, change in control, retention or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries to make any payment or incur any Liability as a result of the consummation of the transactions contemplated by this Agreement, termination of employment or both; and (xvii) any other Contract the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries commitments in excess of $300,000 25,000; or (Bxi) aggregate payments any license, lease or other right to or from the Company or use any water used by HNWC in its Subsidiaries in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable bottling operations. All such contracts and agreements are duly and validly executed by the applicable the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice. (i) Each Material Contract is valid HNWC and binding on the Company or its Subsidiaries, as applicable, to the Company’s Knowledge, the counterparties thereto, and is are in full force and effect and enforceable in accordance with its terms against the Company all material respects. HNWC has not violated or its Subsidiaries breached, or committed any default under, any contract or agreement, and, to the Company’s Knowledgeknowledge of HNWC, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium no other Person has violated or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the Company or its Subsidiaries and, to the Company’s Knowledge, the counterparties thereto are not in material breach ofbreached, or committed any default under, any contract or agreement, which violation, breach or default (alone or in combination with other violations, breaches or defaults under such contract or agreement or under other contracts or agreements) has had or may reasonably be expected to have a HNWC Material Contract and (iii) no Adverse Effect. No event has occurred that (with or without due which, after notice or lapse the passage of time or both, would constitute a default by HNWC under any contract or agreement or give any Person the right to (A) would result declare a default or exercise any remedy under any contract or agreement, (B) receive or require a rebate, chargeback, penalty or change in a material breach ofdelivery schedule under any contract or agreement, (C) accelerate the maturity or performance of any contract or agreement, or default under(D) cancel, terminate or modify any Material Contract by the Company contract or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and thatagreement, in each casecase which, do not contain any together with all other events of the types referred to in clauses (A), (B), (C) and (D) of this sentence has had or may reasonably be expected to have a HNWC Material Adverse Effect. All such contracts and agreements will continue, after the Effective Time, to be binding in all material executory or continuing terms, conditions, obligations or rights)respects in accordance with their respective terms until their respective expiration dates.