Common use of Material Contracts Clause in Contracts

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”): (i) any contract relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Schedule 4.16(a) of the Disclosure Schedules lists, as of the date of this Agreementhereof, and except as disclosed by Section 3.09(a) each of the WBKC Disclosure Schedule, neither WBKC nor any following contracts and agreements of the Company and its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material Subsidiaries (such contracts (collectively, the and agreements as described in this Section 4.16(a) being “Material Contracts”): (i) any contract relating to all contracts or agreements that provide for payment or receipt by the borrowing of money in excess of $100,000 by WBKC Company or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation more than $25,000 per year or which the Company or its subsidiaries cannot terminate without penalty on less than thirty (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers30) days’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)notice; (ii) any contract containing covenants all contracts and agreements relating to Indebtedness; (iii) all contracts and agreements that limit or purport to limit the ability of WBKC the Company or any of its Subsidiaries to compete in any line of business or with any Person, Person or to hire or engage the services of in any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or during any period of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contracttime; (iiiiv) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, all joint venture, partnership or other business combination, similar agreements or asset sale arrangements; (v) all contracts or sale of equity securities not in agreements pursuant to which the ordinary course of business consistent with past practice, with respect Company or its Subsidiaries has granted any exclusive or “most-favored’ rights to WBKC any third party; (vi) all contracts or agreements relating to any Encumbrance upon any of the assets or properties o of the Company or its Subsidiaries; (ivvii) any lease of real surety, guarantee, indemnification or personal property providing for total aggregate lease payments similar contract or agreement involving potential obligations payable by or to WBKC the Company or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorSubsidiaries; (vviii) any contract that involves total aggregate expenditures all contracts or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customersthe making of any loan, advance or capital contribution to, or investment in, any other Person; (viix) all contracts or agreements relating to the acquisition or disposition (including by way of merger, consolidation, acquisition or sale of stock or assets or otherwise) of any material licensing agreement assets, properties or other contract with respect to patents, trademarks, copyrights, or other intellectual propertysecurities; (x) all energy purchase agreements; (xi) all service and maintenance agreements, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; orlong term service agreements; (viixii) all gas commodity contracts; (xiii) all energy procurement contracts; and (xiv) any other document, instrument contract or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior material to the date of this AgreementCompany and its Subsidiaries, taken as a whole. (b) With respect to each of WBKC’s Material Contracts: (i) each Each Material Contract is valid and binding on the Company or the applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the counterparties thereto, and is in full force and effect (subject to iv)effect. Except as set forth on Schedule 4.16(b) of the Disclosure Schedules, below); (ii) neither WBKC nor none of the Company, any of its Subsidiaries is in material default thereundernor, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor to the Knowledge of the Company, any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party counterparty to any Material Contract is in breach of, or default or otherwise not in compliance with any material term or condition of under, any Material Contract; Contract to which it is a party. The Company has previously delivered to Buyer a complete and (v) a true and complete accurate copy of each Material Contract has been previously delivered to HorizonContract. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(a5.9(a) of the WBKC Parent Disclosure Schedule, neither WBKC nor Schedule sets forth a list of all of the following Contracts to which any of its Subsidiaries, nor the Parent Group is a party or by which any of the Parent Group or any of their respective assets, businesses, or operations, is a party to, or assets is bound or affected by(except for purchase orders and sales orders entered into in the ordinary course of business) as of the date hereof (each, or receives benefits under the following material contracts (collectively, the a “Parent Material ContractsContract”): (i) any contract relating to Contract that limits, in any material respect, the borrowing of money in excess of $100,000 by WBKC freedom or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries the Parent Group to compete in conduct any line of business, operate any aspect of the business of the Parent Group or compete with any PersonPerson in any geographical area or solicit or hire employees or that grants any customer or supplier of the Parent Group exclusivity or a right to “most favored nation” pricing terms, or obligates the Parent Group to hire purchase requirements or engage the services minimum amounts, excluding (A) geographical or field of use restrictions imposed by any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract Intellectual Property license agreements with respect to the use of the Intellectual Property subject matter of such contract; thereto and (iiiB) any contract forreasonable limitations on use in connection with confidentiality, with respect toresearch, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint ventureconsulting, or other business combination, or asset sale or sale of equity securities not agreements entered into in the ordinary course of business consistent with past practice, with respect to WBKC or ; (ii) any Contract for the sale of any of its Subsidiariesthe assets of the Parent Group (other than the sale of inventory in the ordinary course of business consistent with past practice) for consideration in excess of $50,000; (iii) any Contract with a Parent Significant Supplier or a Parent Significant Customer; (iv) any lease Contract related to any joint venture, partnership, strategic alliance or similar arrangement with another Person; (v) any Contract relating to the acquisition or disposition (by merger, purchase of real stock or personal property providing for total aggregate lease payments assets or otherwise) by or to WBKC or its Subsidiaries during the remaining term any of the agreement Parent Group of any operating business or material assets or the capital stock of any other Person that contains material ongoing obligations or Liabilities of the Parent Group for consideration in excess of $50,000 50,000; (vi) any Contract relating to (A) the incurrence, assumption or guarantee of any indebtedness or (B) imposing a Lien (other than a Permitted Lien) on any of the material assets or properties of any of the Parent Group, in each case having a remaining term principal amount in excess of two years$50,000; (vii) any Contract (other than a benefit plan of the Parent Group), for the employment of any employee or natural person independent contractor of the Parent Group providing services to any of the Parent Group with annual base salary in excess of $100,000; (viii) any Contract pursuant to which any of the Parent Group grants to any Person or is granted by any Person any license, sublicense, right, consent or non-assertion under or with respect to any Intellectual Property, other than financing leases (A) Incidental Licenses and (B) non-exclusive licenses to customers granted in the ordinary course of business and consistent with past practices; (ix) any other Contract, other than a benefit plan of the Parent Group, that obligates any of the Parent Group to pay, or that entitles any of the Parent Group to receive, an amount in cash, goods, services or materials of $1,000,000 or more in any consecutive twelve (12)-month period that is not terminable without penalty upon less than ninety (90) days prior written notice by any of the Parent Group; (x) any Contract under which the Parent Group is obligated to make any capital commitment or expenditure in excess of $100,000 individually or $1,000,000 in the aggregate; (xi) any collective bargaining agreement or other Contract with a labor union; (xii) any Contract that is a lease of, or permits any third party to hold or operate, any tangible property (other than real property), owned or controlled by the Parent Group, except for any Contract under which the aggregate annual rental payments do not exceed $100,000; (xiii) any Contract related to the agreement to settle or compromise any pending or threatened Action or investigation and under which any of the Parent Group has continuing obligations; (xiv) any Contract the primary purpose of which is to bind any of the Parent Group to indemnify or assume liabilities of any other Person, with such obligation continuing after the date hereof, other than customary indemnification provisions in commercial Contracts entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorconsistent with past practice; (vxv) any contract that involves total aggregate expenditures Contract granting to any Person a right of first refusal or receipts by WBKC or right of first offer on the sale of any material part of any of its Subsidiaries in excess the business, assets or properties of $100,000 during the remaining term any of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customersParent Group; (vixvi) any material licensing agreement Contract pursuant to which any of the Parent Group has agreed to loan any Person any amount or otherwise make any investment in any other contract Person, other than employee loans or advances in the ordinary course of business; (xvii) any Contract with any Governmental Authority; and (xviii) any Contract pursuant to which any of the Parent Group may be obligated to pay or incur transaction fees and expenses in respect to patents, trademarks, copyrights, or other intellectual propertyof this Agreement and the transactions contemplated by this Agreement, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employeesthose of all attorneys, accountants, actuaries, consultants, experts, investment bankers or contractors regarding other professionals, if any, engaged by or on behalf of the appropriation or Parent Group in respect of this Agreement and the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated transactions contemplated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect to each Except as set forth on Section 5.9(b) of WBKC’s Material Contracts: the Parent Disclosure Schedule, (i) since January 1, 2021, none of the Parent Group has received any written notice of any intention to terminate, repudiate or disclaim, or of any default or event that (with due notice or lapse of time or both) would constitute a default by any of the Parent Group under any Parent Material Contract, other than defaults that have been cured or waived in writing or would not reasonably be expected to be material to the business of the Parent Group as a whole, (ii) each Parent Material Contract is a legal, valid and binding obligation of Parent or its Subsidiaries, as applicable, and is in full force and effect (except to the extent subject to iv)to, below); (iiand limited by, the Enforceability Exceptions) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; and (iii) neither WBKC nor no material breach in or material default under any Parent Material Contract by any of its Subsidiaries has repudiated the Parent Group exists (with or waived any material provision without the lapse of any Material Contract; (iv) time or the giving of notice, or both), and to WBKC’s knowledgethe Knowledge of Parent, no other party to any Parent Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach of or in default or otherwise not in compliance with under any material term or condition of any Parent Material Contract; and (v) a true . Parent has made available to Company true, correct and complete copy copies of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure ScheduleParent Material Contracts, neither WBKC nor any of its Subsidiaries have entered into any interest rate swapstogether with all amendments, capsmodifications or supplements thereto, floorsto the extent such amendments, option agreements, futures and forward contracts, modifications or other similar risk management arrangements, whether entered into for WBKCsupplements are in Parent’s own account or for the account of one or more of its Subsidiaries or their respective customerspossession.

Material Contracts. (a) As of the date of this Agreementhereof, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Company is not a party to, to or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):: (i) any contract relating to the borrowing lease of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)occupancy arrangement regarding real property; (ii) any lease of personal property providing for annual payments by the Company of $10,000 or more and which is not cancelable or terminable without penalty with notice of 60 or less days; (iii) any agreement for the purchase or license of materials, supplies, goods, services, equipment or other tangible or intangible assets that provides for (or would reasonably be expected to result in) either annual payments by the Company of $25,000 or more or aggregate payments by the Company of $50,000 or more; (iv) any sales, rental, distribution or other similar agreement providing for the sale, rental or distribution by the Company of materials, supplies, goods, services, equipment or other assets that expressly provides for (or would reasonably be expected to result in) either annual payments to the Company of $25,000 or more or aggregate payments to the Company of $50,000 or more; (v) any partnership, joint venture or other similar agreement or arrangement; (vi) any agreement, contract containing covenants or commitment relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (viii) any alliance, agency, dealer, sales representative, marketing or other similar agreement; (ix) any consulting, services, development or collaboration agreement or other agreement for development of products and services for the Company; (x) any agreement that limit limits the ability freedom of WBKC or any of its Subsidiaries the Company to compete in any line of business or with any Person, Person or to hire in any area or engage which would so limit the services of any Person, or that involve any restriction freedom of the geographic area in whichSurviving Corporation, or method by which, WBKC Parent or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to Parent’s Affiliates after the subject matter of such contractClosing Date; (iiixi) any contract for, with respect toagreement providing for indemnification by the Company, or that contemplatesin favor of the Company, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not than indemnification provisions arising in the ordinary course of business and consistent with past practicepractices, with respect to WBKC including without limitation in purchase orders, customer agreements or indemnities of lessors (other than any of its SubsidiariesAffiliate) under any leases; (ivxii) any lease of real material agreement containing a “most favored nation” or personal property similar provision or providing for total aggregate lease payments by minimum purchase or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorsale obligations; (vxiii) any contract that involves total aggregate expenditures agreement with any Affiliate of the Company, any director or receipts by WBKC officer of the Company, or any of its Subsidiaries in excess of $100,000 during the remaining term “associate” or any member of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report “immediate family” (as such terms are respectively defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) Rule 12b-2 and Rule 16a-1 of Regulation S-K under the ▇1▇▇▇ ▇▇▇) that has not been filed as an exhibit toof any such director or officer; (xiv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, Company Securities or debt instruments, or incorporated any undertaking, promise or other obligation, written or oral, of the Company to issue any Company Securities, the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by reference inthis Agreement; (xv) any agreement with or among the Members, WBKC’s SEC Reports filed prior including any agreement that provides for preemptive rights or imposes any limitation or restriction on Company Securities, including any restriction on the right of a Member to vote, sell or otherwise dispose of such Company Securities; or (xvi) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the date of this AgreementCompany. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(a4.13(a) of the WBKC Company Disclosure ScheduleSchedules sets forth a correct and complete list, neither WBKC nor as of the Execution Date, of the following Contracts to which an Acquired Company is party or by which any of its Subsidiaries, nor any of their respective assets, businesses, the Acquired Companies’ assets or operations, is a party to, or is properties are bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”): (i) any contract relating constitutes, or would be required to be filed by GXS Worldwide as, a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of businessSEC); (ii) any contract containing covenants that limit Contract pursuant to which the ability of WBKC Acquired Companies may be entitled to receive or any of its Subsidiaries obligated to compete pay more than $2,000,000 in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractcalendar year; (iii) any contract forContract that limits or purports to limit (or that following the Closing could limit) the ability of any Acquired Company, Parent, Merger Sub, Surviving Corporation or any of Parent, Merger Sub or Surviving Corporation’s Affiliates to (A) compete in any line of business, with respect toany Person, in any geographic area or during any period of time; or (B) any Contract that grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person; (iv) any Contract containing “most-favored-nation” terms whereby an Acquired Company would be required to provide preferential pricing or treatment to such third party; (v) any Contract relating to any future capital expenditures by an Acquired Company in excess of $1,000,000; (vi) any Contract relating to the creation, incurrence, assumption or guarantee of any Indebtedness; (vii) any Contract that relates to the acquisition or disposition of any business, a material amount of stock or assets of any Person or any property (whether by merger, sale of stock, sale of assets, license or otherwise), including any real property that was consummated within two (2) years prior to the date of this Agreement; (viii) any Contract that provides for (A) the establishment or operation of any joint venture or (B) the development of any Intellectual Property Rights that are material to the Business which requires payment by an Acquired Company of more than $750,000; (ix) any Contract involving any resolution or settlement of any actual or threatened Legal Proceeding with a value in excess of $500,000 or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, provides for any injunctive or other business combinationnon-monetary relief; (x) any hedging, swap, derivative or asset sale similar Contract; (xi) any Leases; (xii) any Contract under which any Acquired Company has received or sale granted any right to use or exploit any Intellectual Property Rights that are material to the Business, whether by way of equity securities a license, covenant not to ▇▇▇ or otherwise with a license fee of more than $1,000,000 annually (excluding (x) any off-the-shelf shrinkwrap, clickwrap or similar commercially available non-custom software licensed to an Acquired Company and (y) non-exclusive licenses granted by an Acquired Company to its customers in the ordinary course of business consistent with past practice, with respect to WBKC or any practice for the use of its Subsidiariesthe Acquired Company’s services); (ivxiii) any lease Contract that involves the colocation or outsourcing of real any material operations or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term infrastructure of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorAcquired Company; (vxiv) any contract that involves total aggregate expenditures labor or receipts collective bargaining agreements, excluding statutory workers council, industry contracts or similar requirements in each case as required by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term Laws outside of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customersUnited States; (vixv) any material licensing agreement Contract with a Major Customer or other contract with respect to patentsMajor Supplier; and (xvi) any Contract between or among an Acquired Company, trademarkson the one hand, copyrights, and the Company or other intellectual property, including software agreements any Affiliate of the Company (other than off-the-shelf and similar software generally available to an Acquired Company), on the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreementhand. (b) With respect The Company has made available to Parent and Merger Sub correct copies of each Material Contract as of WBKC’s Material Contracts: the Execution Date (i) each including all material amendments to the terms and conditions thereof, but not including supplements, annexes, work orders, change requests and schedules thereto). Each Material Contract is in full force and effect (subject and is enforceable against an Acquired Company and, to iv)the Company’s Knowledge, below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunderother party thereto, except as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and the availability of equitable remedies. No Acquired Company nor, to the Company’s Knowledge, any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in material breach of or default under, or otherwise not in compliance with to the Company’s Knowledge has provided or received any material term or condition written notice of any intention to terminate any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Except as set forth in Section 3.19 of the Issuer Disclosure Schedule or filed in Issuer’s periodic reports filed with the SEC and publicly available at least two Business Days prior to the date of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedulehereof, neither WBKC Issuer nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, to or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):: (i) any contract Contract (A) relating to the borrowing employment of, or the performance of money services by, any director, employee or consultant, (B) the terms of which obligate or may in excess of $100,000 by WBKC the future obligate Issuer or any of its Subsidiaries to make any severance, termination or the guarantee by WBKC similar payment to any current or former employee, (C) pursuant to which Issuer or any of its Subsidiaries of may be obligated to make any such obligation bonus or similar payment to any current or former employee or director or (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)D) that is a Collective Bargaining Agreement; (ii) any contract containing covenants that limit the ability of WBKC Contract relating to any partnership, joint venture, strategic alliance, collaboration, material research and development project or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractsimilar arrangement; (iii) any contract for, with respect to, or Contract (excluding licenses for commercial off the shelf computer software that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect are generally available on nondiscriminatory pricing terms) pursuant to WBKC which Issuer or any of its SubsidiariesSubsidiaries (A) obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right or (B) grants the right to use, or a covenant not to be sued under, any Intellectual Property Right; (iv) any lease Contract with any Governmental Authority; (v) any Contract with sole-source or single-source suppliers of real material tangible products or personal property providing for total aggregate lease payments by services or pursuant to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC either Issuer or any of its Subsidiaries is the lessorhas agreed to purchase a minimum quantity of goods relating to any product or product candidate or has agreed to purchase goods relating to any product or product candidate exclusively from a certain party; (vvi) any contract Contract (A) that involves total aggregate expenditures relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or receipts manufacturing of any Product or (B) that otherwise provides for the purchase or sale of products or services by WBKC Issuer or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers100,000; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any stockholders, investors rights, registration rights, tax receivables or similar or related Contract or arrangement; (viii) any Contract containing “most favored nation” or similar preferential pricing provisions, any exclusive dealing arrangement or any arrangement that grants any right of first refusal, first offer, first negotiation or similar preferential right; (ix) any Contract (A) that obligates Issuer (together with its Subsidiaries) to make aggregate payments in excess of (x) $100,000 in the current or any future calendar year or (y) $250,000 in the aggregate, (B) related to an acquisition or divestiture that contains continuing representations, covenants, indemnities or other documentobligations (including “earn out” or other contingent payment obligations) or (C) pursuant to which Issuer or any of its Subsidiaries has continuing obligations or interests involving the payment of royalties or other amounts calculated based upon the revenues or income of Issuer or any of its Subsidiaries or any other material contingent payment obligations, instrument or agreement in each case that is required not terminable by Issuer or its Subsidiaries without penalty without more than 60 days’ notice; (x) any Lease, except as identified on Section 3.14(b) of the Issuer Disclosure Schedule; (xi) any Contract that provides for indemnification of any current or former officer, director or employee; (xii) any Contract for the disposition of all or any significant portion of the assets or business of Issuer or any of its Subsidiaries or for the acquisition, directly or indirectly, of a material portion of the assets or business of any other Person (whether by merger, sale of stock or assets or otherwise); (xiii) any Contract relating to be filed as an exhibit indebtedness for borrowed money, any guarantees thereof or the granting of Liens over the property or assets of Issuer or any of its Subsidiaries; (xiv) any Contract relating to any WBKC SEC Report loan or other extension of credit made by Issuer or any of its Subsidiaries; (xv) any Contract containing any provision or covenant limiting in any material respect the ability of Issuer or any of its Subsidiaries to (A) sell any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or to obtain products or services from any Person, or limiting the ability of any Person to provide products or services to Issuer or any of its Subsidiaries; (xvi) any Contract requiring Issuer, or any successor thereto or acquirer thereof, to make any payment whether severance or otherwise to another Person related to, in connection with, or as a result of a change of control of Issuer (a “Change of Control Payment”) or that gives a Third Party a right to receive or elect to receive a Change of Control Payment; or (xvii) any “material contract” (as such term is defined in Section 3.36) (pursuant to Items 601(b)(4) or Item 601(b)(10) of Regulation S-K under K) or any other Contract that is material to Issuer and its Subsidiaries, taken as a whole (all Contracts of the ▇▇▇▇ ▇▇▇type described in this Section 3.19(a) that has not been filed being referred to herein as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement“Material Contracts”). (b) With respect Issuer has made available to Purchaser prior to the date hereof a true, correct and complete copy of each of WBKC’s Material Contracts: Contract. (i) each Each of the Material Contract Contracts is valid, binding and in full force and effect (subject to iv), below); and (ii) neither WBKC Issuer nor any of its Subsidiaries is in material default thereunderSubsidiaries, as such term or concept may be defined in each nor, to Issuer’s Knowledge, any other party to a Material Contract; (iii) , has breached or violated in any material respect any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a breach or a default under the provisions of such Material Contract, and neither WBKC Issuer nor any of its Subsidiaries has repudiated received notice that it has breached, violated or waived defaulted in any material provision of respect under any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Section 3.22(a) of the Company Letter contains a true, complete and correct list of the following Contracts to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound, in each case as of the date of this Agreement, other than Company Plans and except as disclosed by Company Real Property Leases listed on Section 3.09(a3.15(b) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts Company Letter (collectively, the “Material Contracts”): (i) each Contract (A) the terms of which obligate or may in the future obligate the Company or any contract of its Subsidiaries to make any severance, termination or similar payment to any current or former legal representative of the Company or any of its Subsidiaries, (B) pursuant to which the Company or any of its Subsidiaries may be obligated to make any bonus or similar payment to any current or former Company Service Provider in connection with the consummation of the transactions contemplated by this Agreement, or (C) that provides for indemnification of any current or former Company Service Provider; (ii) each Contract with any Governmental Authority; (iii) any Contract with sole-source or single-source suppliers of material tangible products or services or pursuant to which the Company or any of its Subsidiaries has agreed to purchase a minimum quantity of goods relating to any Company Product or has agreed to purchase goods relating to any Company Product exclusively from a certain party; (iv) any stockholders’, investor rights, registration rights, tax receivables or similar or related Contract or arrangement, or any Contract or arrangement relating to the borrowing exercise of money any voting rights in excess respect of $100,000 by WBKC any Company Securities; (v) any Contract pursuant to which the Company or any of its Subsidiaries or any of its Affiliates (including, after the guarantee Closing, Buyer or any of its Affiliates) has continuing obligations or interests involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any of its Subsidiaries or any other material contingent payment obligations, including any milestone or similar payments, including upon the achievement of regulatory or commercial milestones, in each case that is not terminable by WBKC the Company or its Subsidiaries without penalty without more than thirty (30) days’ notice; (vi) each Contract that limits the freedom of the Company, any of its Subsidiaries or any of its Affiliates (including, after the Closing, Buyer or any of its Affiliates), to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or Affiliates (including, after the Closing, Buyer or any of its Affiliates), from the development, marketing or distribution of any products or services; (vii) each Contract with any Person providing for a partnership, joint venture, limited liability company agreement, and each material collaboration, research and development arrangement, strategic alliance, co-marketing arrangement or similar profit sharing arrangement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (viii) each Contract entered into since January 1, 2022: (A) relating to the disposition or acquisition by the Company or any of its Subsidiaries of any such obligation business (whether by merger, amalgamation, consolidation or other business combination, sale of assets, sale of shares in the share capital or other voting securities, tender offer, exchange offer, or similar transaction); or (B) pursuant to which the Company or any of its Subsidiaries will acquire or is obligated to acquire any business, assets, ownership interest or make an investment (other than FHLB the Company or any of Indianapolis advancesits Subsidiaries); (ix) each Contract with respect to the acquisition or disposition of any Person (whether by merger, contracts pertaining amalgamation, consolidation or other business combination, sale of assets, sale of shares in the share capital or other voting securities, tender offer, exchange offer or similar transaction) pursuant to fullywhich the Company or any of its Subsidiaries has (A) material continuing representations, covenants or indemnification obligations (other than in the ordinary course of business of the Company and its Subsidiaries in a manner consistent with past practice in connection with the development, sale or licensing of Company Products), or (B) any “earn-secured securities repurchase agreementsout” or similar contingent payment obligations, trade payablesin each case, bankers’ acceptances(x) other than any such obligations that are immaterial to the Company and its Subsidiaries, taken as a whole, or (y) other than any Contract that provides solely for the acquisition or disposition of inventory, raw materials or equipment in the ordinary course of business of the Company and contracts relating its Subsidiaries in a manner consistent with past practice; (x) each Contract to borrowings which the Company or guarantees made any of its Subsidiaries is a party which grants an exclusive right to Intellectual Property Rights (other than Contracts with respect to generally commercially available software and hardware and customer Contracts for the sale of Company Products to distributors or end-users of such Company Products entered into in the ordinary course of business); (iixi) each Contract that grants any contract containing covenants right of first refusal, right of first offer, right of first negotiation or similar preferential right in favor of a Third Party or that limit limits the ability of WBKC the Company, any of its Subsidiaries or any of its Affiliates (including, after the Closing, Buyer or any of its Affiliates) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (xii) each Contract (A) containing exclusivity obligations; (B) containing any “most favored nations” provisions granted by any of the Company, or any of its Subsidiaries or any of its Affiliates (including, after the Closing, Buyer or any of its Affiliates); (C) pursuant to which any of the Company, or any of its Subsidiaries or any of its Affiliates (including, after the Closing, Buyer or any of its Affiliates) is obligated to purchase a minimum quantity of goods or services from another Person with a minimum contract value of not less than EUR 500,000 per contract, or (D) granting rights to any third party to, or otherwise restricting, the exploitation, sale, supply or license of any Company Product; (xiii) other than instruments providing for indebtedness that would not, in the aggregate, exceed $1,000,000, each Contract that (A) is an indenture, credit agreement, loan agreement, security agreement, guarantee of, note, mortgage or other agreement providing for indebtedness (including obligations under any capitalized leases but excluding agreements between the Company and any wholly owned Subsidiary of the Company or between wholly owned Subsidiaries of the Company) or pursuant to which the Company or any of its Subsidiaries guarantees any such indebtedness of any other Person (other than the Company or another wholly owned Subsidiary of the Company), (B) materially restricts the Company’s and its Subsidiaries’ (taken as a whole) ability to incur indebtedness or guarantee the indebtedness of others, (C) grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any property or asset of the Company or its Subsidiaries that is material to the Company and its Subsidiaries or (D) is an interest rate derivative, currency derivative, forward purchasing, swap or other hedging contract; (xiv) each Collective Bargaining Agreement; (xv) each Contract that provides for a settlement or conciliation (A) with any Governmental Authority that (1) restricts or imposes material obligations upon the Company or its Subsidiaries (taken as a whole) or (2) materially disrupts the business of the Company and its Subsidiaries (taken as a whole) as currently conducted, or (B) that would require the Company or any of its Subsidiaries to compete in any line pay consideration of business or more than $1,000,000 after the date of this Agreement; (xvi) the top ten (10) Contracts measured by the aggregate payments made during the fiscal year ended December 31, 2024 with any Person, or to hire or engage the services of any Person, or that involve any restriction a customer of the geographic area in which, or method by which, WBKC Company or any Subsidiary of its Subsidiaries may carry on its business the Company, including distributors (excluding Contracts under which there are no further obligations of the Company or any Subsidiary of the Company to deliver products and purchase orders); (xvii) any Contract (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not type described in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (ivsubclauses above) any lease of real or personal property providing for total that involves aggregate lease payments by or to WBKC the Company or its Subsidiaries during the remaining term any Subsidiary of the agreement Company in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into 5,000,000 per annum in the ordinary course of business current calendar year or $5,000,000 in which WBKC or any of its Subsidiaries is the lessor;aggregate; and (vxviii) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries each Contract not otherwise described in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement subsection of this Section 3.21(a) that is required to be filed as an exhibit to any WBKC SEC Report would constitute a “material contract” (as such term is defined in Section 3.36) (pursuant to Items 601(b)(4) or Item 601(b)(10) of Regulation S-K under as promulgated by the ▇▇▇▇ ▇▇▇SEC) that with respect to the Company. (b) A true, complete or redacted, as the case may be, and correct copy of each written Material Contract in effect as of the date of this Agreement, and a true, complete and correct summary of each oral Material Contract in effect as of the date of this Agreement, has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed made available to Buyer prior to the date of this Agreement. (b) With respect . Except for matters that would not, individually or in the aggregate, be or reasonably expected to each of WBKC’s Material Contracts: be, material to the Company and its Subsidiaries, taken as a whole, (i) each Material Contract is a valid, binding and enforceable obligation of the Company or one of its Subsidiaries, on the one hand, and, to the knowledge of the Company, of the other party or parties thereto, on the other hand, in accordance with its terms, subject to the Enforceability Exceptions, and each Material Contract is in full force and effect (subject to iv)effect, below); (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and, to the knowledge of the Company, each other party to each Material Contract has performed all obligations required to be performed by it under such Material Contract, (iii) neither WBKC the Company nor any of its Subsidiaries is in material default thereunderSubsidiaries, as such term or concept may be defined in each nor, to the knowledge of the Company, any other party to a Material Contract; (iii) , has breached or violated in any material respect any provision of, or taken or failed to take any act which, with or without notice, lapse of time or both, would constitute a material breach or a default under the provisions of such Material Contract, and neither WBKC the Company nor any of its Subsidiaries has repudiated received written or, to the knowledge of the Company, oral notice of any, and, to the knowledge of the Company, none of the Company or waived any of its Subsidiaries is in, default or material provision breach under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a default or material breach under) any Material Contract; Contract and (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of neither the WBKC Disclosure Schedule, neither WBKC Company nor any of its Subsidiaries have entered into has received any interest rate swapswritten or, capsto the knowledge of the Company, floors, option agreements, futures and forward contractsoral notice from any other party to any such Material Contract that such party intends to terminate, or other similar risk management arrangementsnot renew, whether entered into for WBKC’s own account any such Material Contract or for to adjust the account of one or more of its Subsidiaries or their respective customersfee schedule under such Material Contract in any material respects.

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(a4.14(a) of the WBKC Disclosure Schedule, neither WBKC nor Schedule sets forth all of the following Contracts to which any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Company Entity is a party to, or is by which any of them or their respective assets of properties are bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”): (i) Contracts (A) with any contract relating Seller or Affiliate thereof or any current or former officer, director, stockholder or Affiliate of any Company Entity or (B) between the Sellers with respect to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)Company; (ii) Contracts for the sale of any contract containing covenants that limit of the ability assets of WBKC any Company Entity other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its Subsidiaries assets; (iii) Contracts containing change of control or other similar provisions that are material to the Company Entities; (iv) Contracts establishing or governing the material terms of any joint venture, partnership, strategic alliance, collaboration, material research and development project, sharing of profits or proprietary information or similar arrangement; (v) Contracts with respect to any options, co-existence agreements, rights, escrows, licenses, covenants not to assert or ▇▇▇, or releases of any kind relating to rights in or to any Company Intellectual Property that have been granted (A) to the Company Entities, or (B) by the Company Entities to any other Person (other than standard and customary confidentiality agreements executed in the Ordinary Course of Business); (vi) Contract Manufacturing Agreements or other Contracts that relate to the research, development, distribution, marketing, supply, co-promotion or manufacturing of any Company Product; (vii) Contracts pursuant to which goods or materials are supplied to any Company Entity from an exclusive source (i.e., “single source” supply Contracts); (viii) Contracts containing covenants of any Company Entity not to compete in any line of business or with any Person, Person in any geographical area or not to solicit or hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract person with respect to the subject matter employment or covenants of such contractany other Person not to compete with any Company Entity in any line of business or in any geographical area or not to solicit or hire any person with respect to employment; (iiiix) any contract for, with respect to, or that contemplates, a possible Contracts relating to the acquisition (by merger, consolidation, reorganization, recapitalization, joint venture, purchase of stock or assets or otherwise) by any Company Entity of any operating business or material assets or the capital stock of any other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its SubsidiariesPerson; (ivx) Contracts relating to the incurrence, assumption or guarantee of any lease Indebtedness or imposing a Lien on any of real the assets of any Company Entity, including indentures, guarantees, loan or personal property credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (xi) the form of Contract pursuant to which any Company Entity collects and compiles data; (xii) Contracts obligating any Company Entity to provide or obtain products or services for a period of one (1) year or more or requiring a Company Entity to purchase or sell a stated portion of its requirements or outputs; (xiii) Contracts under which any Company Entity has made advances or loans to any other Person; (xiv) Contracts providing for total aggregate lease severance, retention, change in control or other similar payments, which require payments by exceeding $100,000; (xv) Contracts for the employment of any individual on a full-time, part-time or to WBKC consulting or its Subsidiaries during the remaining term of the agreement other basis providing for annual compensation in excess of $50,000 100,000; (xvi) material Contracts with independent contractors or having a remaining term consultants (or similar arrangements) that are not cancelable without penalty or further payment and without more than 30 days’ notice; (xvii) Contracts of guaranty, surety or indemnification, direct or indirect, by any Company Entity; (xviii) Contracts (or group of related Contracts) which involve the expenditure of more than $250,000 annually or $1,000,000 in excess the aggregate or require performance by any party more than one (1) year from the date hereof and that are not cancelable without penalty or further payment and without more than 90 days’ notice; (xix) License Agreements either (A) with annual payments exceeding $50,000; or (B) pursuant to which any Company Entity has granted to, or licensed from, any Person any rights (or immunities) with respect to any Intellectual Property, Software or other Technology (other than nonexclusive licenses granted to customers on standard terms in the Ordinary Course of two yearsBusiness); (xx) Contracts pursuant to which any Company Entity has continuing obligations or interests involving royalties (or other amounts calculated based upon the revenues or income of any Company Entity), license fees or similar payments (but exclusive of any Material Contracts listed in Section 4.14(a)(xix) of the Disclosure Schedule); (xxi) Real Property Leases; (xxii) Contracts concerning leases of personal property requiring rental payments exceeding $100,000; (xxiii) Contracts with any Governmental Body involving annual payments exceeding $100,000; (xxiv) Contracts with any of the largest customers or largest suppliers of the Company Entities, as identified in Section 4.21 of the Disclosure Schedule; (xxv) Contracts entered into after January 1, 2012 related to the compromise or settlement of any litigation, arbitration or other proceding, other than financing leases Contracts entered into with former employees of the Company in the ordinary course connection with termination of business in which WBKC employment involving a settlement amount of $50,000 or any of its Subsidiaries is the lessorless; (vxxvi) Contracts containing any contract that involves total aggregate expenditures or receipts by WBKC most-favored nations undertakings, rights of first refusal, price protection mechanisms with respect to sales to customers of any Company Entity, or any of its Subsidiaries in excess of $100,000 during other similar provisions restricting the remaining term business of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customersCompany Entities; (vixxvii) Contracts with any labor union or any collective bargaining agreement; (xxviii) Contracts involving any outstanding powers of attorney executed on behalf of any Company Entity; and (xxix) Contracts that are otherwise material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this AgreementCompany Entities. (b) With respect to Except as disclosed in Section 4.14(b) of the Disclosure Schedule, each of WBKC’s the Material Contracts: (i) each Material Contract Contracts is in full force and effect and is the legal, valid and binding obligation of the Company Entity which is party thereto, and to the Knowledge of the Company, of the other parties thereto enforceable against each of them in accordance with its terms (subject to ivexcept as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity), below); (ii) neither WBKC nor any of its Subsidiaries . No Company Entity is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of under any Material Contract; (iv) , nor, to WBKC’s knowledgethe Knowledge of the Company, no is any other party to any Material Contract in breach of or default thereunder. To the Knowledge of the Company, there is in no event or existing condition that, with the lapse of time, giving of notice or both, would constitute a breach of or default or otherwise not in compliance with any material term or condition of under any Material Contract; . No party to any of the Material Contracts has exercised in writing any termination rights with respect thereto, and (v) a true no party has given written notice of any significant dispute with respect to any Material Contract. The Company has delivered to Purchaser true, correct and complete copy copies of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) all of the WBKC Disclosure ScheduleMaterial Contracts, neither WBKC nor any of its Subsidiaries have entered into any interest rate swapstogether with all amendments, caps, floors, option agreements, futures and forward contracts, modifications or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customerssupplements thereto.

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

Material Contracts. (a) As Section 5.19 of the Company Disclosure Letter lists the following Contracts to which the Company or any of its Subsidiaries is a party or is otherwise bound by (each such Contract, a “Company Material Contract”): (i) any Contract 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 Securities Act; (ii) any Contract containing covenants binding upon the Company or any Subsidiary of the Company that (A) materially restricts the ability of the Company or any Subsidiary of the Company (or which, following the consummation of the Offer or the Merger, could materially restrict the ability of the Surviving Corporation) to compete (1) in any business that is material to the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, and except as disclosed by Section 3.09(a(2) with any person or (3) in any geographic area or (B) could require the disposition of any material assets or line of business of the WBKC Disclosure Schedule, neither WBKC nor Company or any of its Subsidiaries, nor in each case except for any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under such Contract that may be cancelled without penalty by the following material contracts (collectively, the “Material Contracts”): (i) any contract relating to the borrowing of money in excess of $100,000 by WBKC Company or any of its Subsidiaries upon notice of 60 days or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractless; (iii) any contract for, Contract with respect to, or that contemplates, to a possible merger, consolidation, reorganization, recapitalization, joint venture, partnership or similar arrangement; (iv) any Contract (other than vendor Contracts for the purchase of merchandise for resale) pursuant to which the Company or any of its Subsidiaries made or received payments of more than $25 million during the 12-month period prior to the date hereof, with material payment obligations remaining to be performed by the Company after the date of this Agreement; (v) any Contract (A) that is a “requirements” Contract entered into with a vendor for the purchase of merchandise for resale or (B) under which the consummation of the Transactions would give rise to a third party having a right of termination, amendment, acceleration or cancellation thereunder; (vi) any loan, credit, security or pledge agreement, debenture or similar Contract pursuant to which any indebtedness of the Company or any of its Subsidiaries for borrowed money (other than ordinary course trade payables); (vii) any Contract relating to guarantees or assumptions of obligations of any third Person; (viii) any Contract pursuant to which the Company or any of its Subsidiaries disposed of or acquired, or agreed to dispose of or acquire, a material business or, any amount of material assets by the Company or any of its Subsidiaries, with material obligations remaining to be performed or material liabilities continuing after the date of this Agreement, including, without limitation, any “earn out” or other business combinationcontingent payment obligations, or asset sale any indemnification obligations; (ix) any material hedge, collar, option, forward purchasing, swap, derivative or sale similar Contract; (x) any Contract with any director, officer, employee, consultant or Affiliate of equity securities the Company or any of its Subsidiaries (other than any Company Benefit Plan); (xi) any material Contract with any Governmental Entity; (xii) any Contract under which the Company is a lessee of, or holds or uses, any equipment, machinery, vehicle or other tangible personal property owned by a Person which requires aggregate future payments equal to or in excess of $5 million; (xiii) any Contract for capital expenditures or the acquisition or construction of fixed assets which requires future payments in excess of $10 million; (xiv) any Contract pursuant to which the Company or any Subsidiary of the Company (A) is granted or obtains any right to use any material Intellectual Property Rights (other than Contracts granting rights to use commercial-off-the-shelf Software), (B) is restricted in its right to use or register any material Company Owned Intellectual Property Rights or (C) permits any other Person to use, enforce or register any material Company Owned Intellectual Property Rights, including any license agreements, coexistence agreements, and covenants not to ▇▇▇, other than Contracts with suppliers, manufacturers, distributors and other service providers entered into in the ordinary course of business consistent with past practice; and (xv) any amendment, with respect to WBKC supplement or modification of a Contract described in clauses (i) through (xiv) or any binding commitment or binding agreement to enter into any of its Subsidiaries;such Contract. (ivi) any lease Each Company Material Contract is valid and binding on the Company and is in full force and effect, and, to the Knowledge of real or personal property providing for total aggregate lease payments by or the Company, is valid and binding on the other parties thereto (in each case subject to WBKC or the Bankruptcy and Equity Exception), (ii) each of the Company and its Subsidiaries during has in all material respects performed all obligations required to be performed by it under each Company Material Contract and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default on the remaining term part of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC Company or any of its Subsidiaries under any such Company Material Contract. To the Knowledge of the Company, no other party to any Company Material Contract is in material breach or default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a material breach or default by any such other party thereunder. Neither the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or Company nor any of its Subsidiaries in excess of $100,000 during has received any written notice, or to the remaining term Knowledge of the agreement Company, oral notice, of termination or having a remaining term in excess cancellation under any Company Material Contract, received any notice of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) material breach or default under any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) Company Material Contract that has not been filed as an exhibit tocured, or incorporated by reference ingranted to any third party any rights, WBKC’s SEC Reports filed prior adverse or otherwise, that would constitute a material breach of any Company Material Contract. The Company has furnished or otherwise made available to Parent true and correct copies of all Company Material Contracts in effect as of the date of this Agreement. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Schedule 5.16 sets forth all of the date of this Agreement, and except as disclosed by Section 3.09(a) of following Contracts to which the WBKC Disclosure Schedule, neither WBKC nor Company or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, or by which it is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”): (i) Contracts with any contract relating Seller or any current or former officer, director, stockholder or Affiliate of the Company or any of its Subsidiaries; (ii) Contracts with any labor union or association representing any employee of the Company or any of its Subsidiaries; (iii) Contracts pursuant to which any party is required to purchase or sell a stated portion of its requirements or output from or to another party; (iv) Contracts for the borrowing sale of money in excess any of $100,000 by WBKC the assets of the Company or any of its Subsidiaries other than in the Ordinary Course of Business or for the guarantee by WBKC grant to any Person of any preferential rights to purchase any of its assets; (v) Contracts for joint ventures, strategic alliances or partnerships; (vi) Contracts containing covenants of the Company or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries not to compete in any line of business or with any Person, Person in any geographical area or to hire or engage the services covenants of any Person, or that involve any restriction of other Person not to compete with the geographic area in which, or method by which, WBKC Company or any of its Subsidiaries may carry on its in any line of business or in any geographical area; (other than as may be required vii) Contracts relating to the acquisition by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it the Company or any of its Subsidiaries to deal exclusively of any operating business or on a “sole source” basis with another party to such contract with respect to the subject matter capital stock of such contractany other Person; (iiiviii) Contracts relating to the incurrence, assumption or guarantee of any contract forIndebtedness or imposing a Lien on any of its assets; (ix) Contracts under which the Company or any of its Subsidiaries has made advances or loans to any other Person; (x) Contracts providing for severance, with respect toretention, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, change in control or other business combinationsimilar payments; (xi) Contracts for the employment of any individual on a full-time, part-time or asset sale consulting or sale other basis; (xii) Contracts for the provision of equity securities not goods or services involving consideration in excess of $50,000 annually or $100,000 in the ordinary course aggregate over the term of business consistent with past practicethe Contract and not terminable by the Company or the applicable Subsidiary upon thirty (30) days’ notice or less; (xiii) outstanding agreements of guaranty, with respect to WBKC surety or indemnification, direct or indirect, by the Company or any of its Subsidiaries; (ivxiv) any lease Contracts (or group of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during related contracts) which involve the remaining term expenditure of the agreement in excess of more than $50,000 annually or having a remaining term in excess of two years, other than financing leases entered into $100,000 in the ordinary course of business in which WBKC aggregate or require performance by any of its Subsidiaries is party more than one (1) year from the lessordate hereof; (vxv) Contracts involving any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers;royalty payments on Intellectual Property; and (vixvi) any Contracts that are otherwise material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) Company and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this AgreementSubsidiaries. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(a3.12(a) of the WBKC Company’s Disclosure ScheduleLetter sets forth a list of the following Contracts (including every amendment, neither WBKC nor modification or supplement thereto), other than the Contracts with the Major Customers, to which the Company or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, or is bound or affected by, or receives benefits under by which the following material contracts (collectively, the “Material Contracts”): (i) any contract relating to the borrowing of money in excess of $100,000 by WBKC Company or any of its Subsidiaries or any of their respective properties or assets are bound or affected: (i) any Contract which materially limits or restricts or purports to materially limit or restrict the guarantee Company, any of its Subsidiaries or any of their respective Affiliates from engaging in any line of business operated by WBKC the Company or any of its Subsidiaries of in any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings jurisdiction or guarantees made in the ordinary course of business); (ii) any contract containing covenants that materially limit the ability freedom of WBKC or the Company, any of its Subsidiaries or any of their respective Affiliates to compete in any line of business or with any Person, or to hire or engage operated by the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC Company or any of its Subsidiaries may carry on in any geographic area or requiring the Company, any of its business Subsidiaries (other than as may be required by Law (as defined in Section 3.05(a)with the Company) or any Governmental Authority (as defined in Section 5.13)), or of their respective Affiliates to share any contract that requires it profits derived from the business of the Company or any of its Subsidiaries Subsidiaries; (ii) any bonds, debentures, notes, loans, credit or loan agreements or commitments, mortgages, indentures, credit facilities, or guarantees or other Contracts relating to deal exclusively or on a “sole source” basis Indebtedness involving remaining principal amounts in excess of Five Million Dollars ($5,000,000.00) in the aggregate, other than any Indebtedness in connection with another party to such contract with respect to the subject matter operation of such contractthe AFC Business Unit; (iii) any contract for, independent contractor Contracts or leased or temporary employee Contracts involving in each case current or currently committed aggregate annual payments of more than Two Million Dollars ($2,000,000.00); (iv) leases of personal property involving current or currently committed aggregate annual rent of Two Million Dollars ($2,000,000.00) or more; (v) Contracts with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, supplier or other business combinationservice partner, in each case involving current or asset sale currently committed aggregate annual payments made by the Company or sale any of its Subsidiaries of more than Two Million Dollars ($2,000,000.00); (vi) any Contract for capital expenditures or the acquisition of fixed assets involving current or currently committed monetary obligations in excess of Two Million Dollars ($2,000,000.00); (vii) any Contract relating to the acquisition or disposition, directly or indirectly, of any assets (other than those fixed assets set forth in subsection (vi) above), real property or capital stock or other equity securities interests of another Person involving continuing obligations or liabilities of the Company or any of its Subsidiaries in excess of Two Million Dollars ($2,000,000.00); (viii) any Contracts filed or required to be filed with the SEC pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act not otherwise disclosed pursuant to this Section 3.12; (ix) any acquisition Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of Two Million Dollars ($2,000,000.00); (x) any Contract that (x) contains most favored customer pricing provisions (other than Contracts entered into in the ordinary course of business consistent with past practice) or (y) grants any exclusive rights, with respect rights of first refusal, rights of first negotiation or similar rights to WBKC any Third Party, in each case under this clause (y) in a manner which is material to the businesses of the Company or any of its Material Subsidiaries; (ivxi) any lease Contract that creates (or governs the operation of) a partnership, joint venture, limited liability company or other similar agreement with respect to any material business of real the Company and its Subsidiaries, taken as a whole, other than any such limited liability company, partnership or personal property providing for total aggregate lease joint venture that is a Subsidiary of the Company; and (xii) all other Contracts (not of the type described in subsections (i) through (xi) above) individually involving in each case payments made by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC Company or any of its Subsidiaries is the lessor; of Two Million Dollars (v$2,000,000.00) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during more over the remaining term of such Contract, other than any Contracts entered into in connection with the agreement operation of the AFC Business Unit. Each Contract of the type described in subsections (i) through (xii) above, whether or having not set forth in Section 3.12(a) of the Company’s Disclosure Letter, is referred to herein individually as a remaining term “Material Contract” and collectively as the “Material Contracts.” Notwithstanding anything above, the Company shall not be required to set forth in excess Section 3.12(a) of two yearsthe Company’s Disclosure Letter and, excluding agreements relating to loans and deposits with Wolverine Bank customers; a “Material Contract” shall not include, any Contract that (vi1) any material licensing agreement is terminable upon thirty (30) days’ notice without penalty or other contract with respect to patents, trademarks, copyrightspremium, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally 2) will be fully performed or satisfied at or prior to the Closing without any continuing obligations or liabilities thereunder. The Company has made available to the public) Buyer a true, correct and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure complete copy of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed all written Material Contracts prior to the date of this Agreementhereof. (b) With respect to each of WBKC’s Material Contracts: (i) Neither the Company nor any of its Subsidiaries has breached or is in default under, or has received written notice of any breach of or default under, or has received written notice of, or to the Knowledge of the Company, knows of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a breach of or default under, any Material Contract; (ii) to the Knowledge of the Company, no other party to any of the Material Contracts has breached or is in default of any of its obligations thereunder; and (iii) each of the Material Contract Contracts is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of and is valid and binding on the Company and its Subsidiaries is in material default thereunderas a party thereto and, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) the Knowledge of the WBKC Disclosure ScheduleCompany, neither WBKC nor the other parties thereto, except in any of its Subsidiaries such case for breaches, defaults or failures to be in full force that have entered into any interest rate swapsnot had, capsand would not reasonably be expected to have, floorsindividually or in the aggregate, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customersa Company Material Adverse Effect.

Material Contracts. (a) As Schedule 3.16 of the date of this Agreement, and except as disclosed by Section 3.09(a) Disclosure Schedules lists each of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts written Contracts (collectively, the such Contracts as described in this Section 3.16(a) being “Material Contracts”): (i) any contract relating to all Contracts that, by their terms, provide for payment or receipt by the borrowing Seller in connection with the Business of money in excess of more than $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of 50,000 per year, including any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings Contracts with customers or guarantees made in the ordinary course of business)clients; (ii) all Contracts related to printing of third-party publications; (iii) all Contracts related to distribution of publications; (iv) all Contracts with any contract containing covenants advertising customer set forth on Schedule 3.17 of the Disclosure Schedules; (v) all Contracts relating to or evidencing indebtedness of the Business or the Seller in connection with the Business, including grants of security interests, guarantees or notes; (vi) all Contracts that relate to the Business that limit or purport to limit the ability of WBKC or any of its Subsidiaries a Person to compete in any line of business or with any Personother Person or in any geographic area or during any period of time, or that restrict the right of a Person to sell to or purchase from any other Person or to hire or engage the services of any other Person, or that involve any restriction of grant the geographic area in which, or method by which, WBKC other party or any other Person “most favored nation” status or any type of its Subsidiaries may carry on its business special discount rights; (vii) all leases of Leased Real Property; (viii) all collective bargaining Contracts that pertain to any Business Employees (“CBAs”); (ix) all material joint venture, partnership or similar Contracts relating to the Business; (x) all Contracts that relate to the Business (A) pursuant to which the Seller licenses (including by means of a covenant not to ▇▇▇, release, immunity or the like) any Business Intellectual Property to any third party (other than as may be required by Law (as defined in Section 3.05(a)EULAs or any licenses of content for publication) or any Governmental Authority (as defined in Section 5.13)), B) pursuant to which Seller or its Affiliates or any contract that requires it third party has licensed (including by means of a covenant not to ▇▇▇, release, immunity or the like) any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect Intellectual Property to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements Business (other than (1) EULAs or (2) any commercial off-the-shelf and similar software generally available licenses or any licenses of content for publication, for which, in each case, the acquisition costs or annual license fee payable during the twelve (12) month period following the date hereof is not expected to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual propertyexceed $25,000); orand (viixi) any other document, instrument Contract or agreement groups of related Contracts that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior are material to the date of this AgreementBusiness, taken as a whole. (b) With respect Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of WBKC’s Material Contracts: Contract (i) each Material Contract is valid and binding on the Seller and, to the Knowledge of the Seller, the counterparties thereto, and is in full force and effect (subject to iv), below); and (ii) neither WBKC nor shall continue in full force and effect upon consummation of the Transactions, except to the extent that any consents set forth in Schedule 3.3(a) of its Subsidiaries the Disclosure Schedules are not obtained. Neither the Seller nor, to the Seller’s Knowledge, any other party is in material breach of, or default thereunderunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract to which it is a party, except for such breaches or defaults that would not, individually or in default or otherwise not in compliance with any material term or condition of any the aggregate, reasonably be expected to have a Material Contract; Adverse Effect, and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) the Knowledge of the WBKC Disclosure ScheduleSeller, neither WBKC nor no event has occurred that, with notice or lapse of time or both, would constitute a breach or default, except for any of its Subsidiaries such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customersMaterial Adverse Effect.

Material Contracts. (a) As Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, as of the date of this Agreement, and except as disclosed by Section 3.09(a) of hereof neither the WBKC Disclosure Schedule, neither WBKC Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, Subsidiaries has entered into or is bound or affected by, or receives benefits under by any of the following material contracts types of Contracts (collectively, the each a “Material ContractsContract”): (i) any contract Contracts with any Affiliate of the Company or its Subsidiaries; (ii) any Contracts relating to any Indebtedness; (iii) any Contracts under which the borrowing Company or any of money its Subsidiaries has made or is obligated to make, directly or indirectly, any capital contribution to, or other investment in, any Person in any amount; (iv) any Contracts prohibiting or restricting the ability of the Company or any of its Subsidiaries to conduct business in any geographical area, to solicit clients or to compete with any Person; (v) any Contracts that provide for earn-outs or other similar contingent obligations to be paid by the Company or any of its Subsidiaries; (vi) any Contracts for the Company’s or any Subsidiary’s purchase of materials, supplies, products or services, involving annual payments in excess of $100,000 by WBKC in any year; (vii) any joint venture, strategic alliance, partnership or similar Contract involving a sharing of profits or expenses or payments based on revenues or profits of the Company or any of its Subsidiaries; (viii) any reinsurance Contracts (each a “Reinsurance Agreement”) and any trust agreements, letters of credit or other Contracts relating to collateral or security provided in connection with any Reinsurance Agreement; (ix) any investment management, custody or similar Contracts specifically relating to the assets of the Company and its Subsidiaries; (x) any Contract with any Governmental Authority; (xi) any Contract under which (A) the Company or any of its Subsidiaries is granted rights by others in any Intellectual Property (other than (x) commercial off-the-shelf software with an aggregate annual cost of less than $25,000 or (y) agreements with the guarantee by WBKC Company’s or any of its Subsidiary’s employees or contractors entered into in the ordinary course of business) or (B) the Company or any of its Subsidiaries of any such obligation has granted rights to others in Intellectual Property (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made customer agreements entered into in the ordinary course of business); (iixii) any contract containing covenants that limit Contracts between or among the ability Company or any Subsidiary and a third party, including joint and several undertakings and/or guarantees for the benefit of WBKC a third party, pursuant to which the Company or any Subsidiary has guaranteed or may otherwise be primarily or secondarily liable in respect to any obligation or liability owed to or for the benefit of a third party; (xiii) any Contracts between the Company or any Subsidiary, on the one hand, and any Company Shareholder or any Affiliate of any Company Shareholder (other than the Company or any of its Subsidiaries) or any officer or director of the Company or any Subsidiary, on the other hand; (xiv) indemnification agreements, undertakings and obligations of the type described at Section 6.11(a); (xv) (i) any Contract with any third party administrator and any Contract pursuant to which the Company or any of its Subsidiaries provides services to compete in a third party and (ii) any line of business or Contract with any Person, or to hire or engage the services other service provider that involves annual service fees in excess of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract$100,000; (iiixvi) any contract forContract (or series of related Contracts) providing for the acquisition or disposition of any material lines of business, with respect to, business enterprise or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, material assets of or other business combination, or asset sale or sale of equity securities not in by the ordinary course of business consistent with past practice, with respect to WBKC Company or any of its Subsidiaries; (ivxvii) Contracts relating to any lease Proceeding or settlement agreement to which the Company or any of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having is a remaining term in excess of two yearsparty, other than financing leases claim related settlements within policy limits entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorbusiness; (vxviii) any contract management, consulting, independent contractor, employment, severance, bonus or similar agreement; (xix) any Contract (excluding any Reinsurance Agreement) that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries annual payments in excess of $100,000 during the remaining term that is not terminable on notice of the agreement ninety (90) or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customersfewer calendar days without penalty or premium; (vixx) any material licensing agreement real property lease, sublease or other contract with respect to patentssimilar Contract; (xxi) any Contract that contains any “change of control” or similar term or provision that may be triggered, trademarks, copyrights, breached or other intellectual property, including software agreements violated by the Company’s entering into this Agreement and consummating the Transactions; and (other than off-the-shelf and similar software generally available xxii) each Contract entered into prior to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement date hereof that is required to be filed by the Company as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (a “material contract” pursuant to Items 601(b)(4) or Item 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this AgreementSecurities Act. (b) With respect to each of WBKC’s Material Contracts: (i) each Each Material Contract is valid, binding and in full force and effect, and is enforceable against the Company or its Subsidiaries, as the case may be, and, to the Knowledge of the Company, each other party thereto in accordance with its terms, except as such enforcement may be limited by (i) the effect (subject of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to iv)the rights of creditors generally, below); or (ii) neither WBKC nor any the rules governing the availability of its Subsidiaries is specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in material default thereunder, as such term a proceeding in equity or concept may be defined in each Material Contract; (iii) neither WBKC nor any at law. Each of the Company and its Subsidiaries has repudiated duly performed all of its obligations under each such Material Contract to the extent that such obligations have accrued. There are no existing defaults (or waived circumstances, occurrences, events or acts that, with the giving of notice or lapse of time or both that would reasonably be expected to become defaults) of the Company or its Subsidiaries or any material provision of other party thereto, under any Material Contract; (iv) . The Company has made available to WBKC’s knowledge, no other party Buyer prior to any the date hereof complete copies of all Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to HorizonContracts. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Except as disclosed in Section 4.16 of the date of this AgreementSeller Disclosure Memorandum or otherwise reflected in the Seller Financial Statements, and except as disclosed by Section 3.09(a) none of the WBKC Disclosure Schedule, neither WBKC nor any of its SubsidiariesSeller Entities, nor any of their respective assetsAssets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectivelyunder, the “Material Contracts”): (i) any contract employment, severance, termination, consulting, or retirement Contract providing for aggregate payments to any Person in any calendar year in excess of $25,000, (ii) any Contract relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries Seller Entity or the guarantee by WBKC or any of its Subsidiaries Seller Entity of any such obligation (other than FHLB Contracts evidencing the creation of Indianapolis advancesdeposit liabilities, contracts pertaining to fully-purchases of federal funds, advances from the Federal Reserve Bank or Federal Home Loan Bank, entry into repurchase agreements fully secured by U.S. government securities repurchase agreementsor U.S. government agency securities, trade payables, bankers’ acceptancesadvances of depository institution Subsidiaries incurred in the ordinary course of Seller’s business, and contracts trade payables and Contracts relating to borrowings or guarantees made in the ordinary course of Seller’s business); , (iiiii) any contract containing covenants that limit the ability of WBKC Contract which prohibits or restricts any Seller Entity or any personnel of its Subsidiaries to compete a Seller Entity from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, or to hire or engage the services of (iv) any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business Contract involving Intellectual Property (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not Contracts entered into in the ordinary course of business consistent with past practicecustomers or “shrink-wrap” software licenses), with respect to WBKC or any of its Subsidiaries; (ivv) any lease Contract relating to the provision of real data processing, network communication, or personal property providing for total aggregate lease payments other technical services to or by any Seller Entity, (vi) any Contract relating to the purchase or to WBKC sale of any goods or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, services (other than financing leases Contracts entered into in the ordinary course of business in which WBKC and involving payments under any individual Contract or any series of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries contracts not in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years25,000), excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any exchange-traded or over-the-counter swap, forward, future, option, cap, floor, or collar financial Contract, or any other document, instrument interest rate or agreement foreign currency protection Contract or any Contract that is a combination thereof not included on its balance sheet, and (viii) any other Contract that would be required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation Sa Form 10-K under the ▇▇▇▇ ▇▇▇) that has not been filed by Seller as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to of the date of this AgreementAgreement pursuant to the reporting requirements of the Exchange Act if the Seller were subject to such reporting requirements (together with all Contracts referred to in Sections 4.11 and 4.15(a), the “Seller Contracts”). (b) With respect to each Seller Contract and except as disclosed in Section 4.16(b) of WBKC’s Material Contractsthe Seller Disclosure Memorandum: (i) each Material the Contract is in full force and effect (subject to iv), below)effect; (ii) neither WBKC nor any of its Subsidiaries no Seller Entity is in material default Default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries no Seller Entity has repudiated or waived any material provision of any Material such Contract; (iv) to WBKC’s knowledge, no other party to any Material such Contract is is, to Seller’s Knowledge, in default Default in any respect or otherwise not in compliance with any has repudiated or waived each material term or condition of any Material Contractprovision thereunder; and (v) no consent which has not been or will not be obtained is required by a true and complete copy Contract for the execution, delivery, or performance of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in this Agreement, the consummation of the Merger or the other transactions contemplated hereby. Section 3.09(c4.16(b) of the WBKC Seller Disclosure ScheduleMemorandum lists every consent required by any Contract involving an amount in excess of $100,000. All of the indebtedness of any Seller Entity for money borrowed is prepayable at any time by such Seller Entity without penalty, neither WBKC nor any premium or charge, except as specified in Section 4.16(b) of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customersSeller Disclosure Memorandum.

Material Contracts. (a) As Section 2.10 of the date of this Agreement, Company Disclosure Schedule is a correct and except as disclosed by Section 3.09(a) complete list of the WBKC Disclosure Schedulefollowing currently effective Company Contracts (each, neither WBKC nor any of its Subsidiariesa “Company Material Contract” and, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Company Material Contracts”): (a) each Company Contract that constitutes the Company Leases and the Company Ancillary Lease Documents; (b) each Company Contract for the purchase of materials, supplies, goods, services, equipment or other assets for annual payments by the Company or any of its Subsidiaries of, or pursuant to which in the last year the Company or any of its Subsidiaries paid, in the aggregate, $500,000 or more; (c) each Company Contract for the sale of materials, supplies, goods, services, equipment or other assets for annual payments to the Company of, or pursuant to which in the last year the Company or any of its Subsidiaries received, in the aggregate, $500,000 or more; (d) each Company Contract that relates to any partnership, joint venture, strategic alliance or other similar Contract; (e) each Company Contract relating to Indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except for Contracts relating to Indebtedness in an amount not exceeding $500,000 in the aggregate; (f) each Company Contract that provides for any employment, severance, retention, transaction bonus, change in control, consulting or other similar agreement between: (i) the Company or any contract relating to of its Subsidiaries, on the borrowing one hand, and (ii) any employee, director or other individual service provider of money the Company or its Subsidiaries, on the other hand, other than any such Contract that is terminable “at will” or without any obligation in excess of $100,000 by WBKC or any on the part of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC Company or any of its Subsidiaries to compete make any severance, bonus, termination, change in control or similar payment or to provide any other benefit with a value in excess of $100,000 (other than benefits required to be provided by applicable Law); (g) each Company Contract which by its terms limits in any line respect (i) the localities in which all or any significant portion of the business and operations of the Company or any Affiliate of the Company (which will include Parent after the Effective Time), or (ii) the right of the Company or any Affiliate of the Company (which will include Parent after the Effective Time) to compete with any Person; (h) each Company Contract in respect of any Company Intellectual Property that provides for annual payments of, or pursuant to hire or engage which in the services of any Person, or that involve any restriction of last year the geographic area in which, or method by which, WBKC Company or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined paid or received, in Section 3.05(a)) the aggregate, $500,000 or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractmore; (iiii) each Company Contract containing any contract forroyalty, with respect to, dividend or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, similar arrangement based on the revenues or other business combination, or asset sale or sale profits of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC Company or any of its Subsidiaries; (ivj) each Company Contract with any lease of real Governmental Authority; (k) each Company Contract with (a) an executive officer or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term director of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC Company or any of its Subsidiaries is or any of such executive officer’s or director’s immediate family members, (b) an owner of more than five percent (5%) of the lessorvoting power of the outstanding capital stock of the Company, or (c) to the Knowledge of the Company, any “related person” (within the meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than the Company or any of its Subsidiaries); (vl) each Company Contract that gives rise to any material payment or benefit as a result of the performance of this Agreement or any of the other Contemplated Transactions; (m) each Company Contract relating to the acquisition or disposition of any material interest in, or any material amount of, property or assets of the Company or any of its Subsidiaries or for the grant to any Person of any preferential rights to purchase any of its assets, other than in the Ordinary Course of Business; or (n) any contract that involves total other each Company Contract (or group of related agreements) the performance of which requires aggregate expenditures payments to or receipts by WBKC from the Company or any of its Subsidiaries in excess of $100,000 during the remaining term 500,000. The Company has delivered or made available to Parent accurate and complete (except for applicable redactions thereto) copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. Except as set forth on Section 2.10 of the agreement Company Disclosure Schedule, neither the Company nor any Subsidiary of Parent has, nor, to the Knowledge of the Company, any other party to a Company Material Contract, has breached, violated or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrightsdefaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any Company Material Contract in such manner as would permit any other intellectual propertyparty to cancel or terminate any such Company Material Contract, including software agreements (other than off-the-shelf and similar software generally available which has had or would reasonably be expected to have a Company Material Adverse Effect. As to the public) Company and including agreements with current or former employeesits Subsidiaries, consultants, or contractors regarding the appropriation or the nondisclosure as of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect to , each of WBKC’s Company Material ContractsContract is valid, binding, enforceable and in full force and effect, subject to: (i) each Material Contract is in full force Laws of general application relating to bankruptcy, insolvency and effect (subject to iv), below)the relief of debtors; and (ii) neither WBKC nor rules of Law governing specific performance, injunctive relief and other equitable remedies. The consummation of the Contemplated Transactions will not (either alone or upon the occurrence of additional acts or events) result in any material payment or payments becoming due from the Company or the Surviving Corporation to any Person under any Company Material Contract or give any Person the right to terminate or materially alter the provisions of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each any Company Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Schedule 3.21(a) of the Company Disclosure Letter contains a true and complete list of each Material Contract (other than any Employee Plan) in effect or with any outstanding obligations or liabilities thereunder (other than customary surviving confidentiality and indemnity provisions under which no claims have been made or would be reasonably expected to be made) as of the date of hereof. As used in this Agreement, and except as disclosed by Section 3.09(a) a “Material Contract” means any of the WBKC Disclosure Schedulefollowing Contracts to which the Company or any of its Subsidiaries is a party or by which such Person is, neither WBKC nor or any of its properties or assets are, bound, including all amendments, modifications, supplements, waivers, extensions and renewals thereof: (i) any Contract (A) the terms of which obligate or may in the future obligate the Company or any of its Subsidiaries to make any severance, termination or similar payment to any current or former Service Provider, or (B) pursuant to which the Company or any of its Subsidiaries may be obligated to make any bonus or similar payment to any current or former Service Provider in connection with the consummation of the transactions contemplated by this Agreement; (ii) any Contract providing for any partnership, joint venture, strategic alliance or other similar arrangement; (iii) any Contract relating to (A) the research, development, distribution, marketing, supply, license (other than Ordinary Course Licenses), collaboration, co-promotion or manufacturing of any Company Product, or (B) the Exploitation of any Company Product (other than, in each case, Unscheduled Contracts that do not have licenses other than Ordinary Course Licenses, clinical trial agreements (but not contract research organization agreements) and Contracts on the Company’s or its Subsidiaries’ form agreements made available to Parent with current or former employees, vendors, service providers or independent contractors); (iv) any Contract (excluding (1) nondisclosure agreements, proprietary information assignment agreements with Employees of the Company or any of its Subsidiaries, nor agreements with consultants and Service Providers, in each case on the Company’s or its Subsidiaries’ form agreements made available to Parent, (2) Ordinary Course Licenses and (3) licenses for commercial off-the-shelf computer Software that are generally available on nondiscriminatory pricing terms) pursuant to which the Company or any of their respective assets, businessesits Subsidiaries (A) obtains any right to Exploit, or operationsa covenant not to be sued under, any Intellectual Property Right or (B) grants any right to Exploit, or a covenant not to be sued under, any Company Intellectual Property Right; (v) any Contract with any Governmental Authority; (vi) any Contract (A) with sole-source or single-source suppliers of material tangible products or services or pursuant to which the Company or any of its Subsidiaries has agreed to purchase a minimum quantity or percentage of any Company Product or of goods relating to any Company Product (including inputs or components thereof) or has agreed to purchase goods relating to any Company Product exclusively or semi-exclusively from a certain party, or (B) that is with any Person which is a party tosupplier to the Company, or is bound or affected byany of its Affiliates, or receives benefits under the following any of its or their contract manufacturers (regardless of tier) of (x) material contracts tangible products or services relating to any Company Product, or (collectively, the “Material Contracts”):y) products or services relating to any Company Product that are not otherwise readily commercially available from another source for a substantially similar cost with substantially similar quality; (ivii) any contract stockholders’, investor rights, registration rights, or similar Contract, or any Contract relating to the borrowing exercise of money any voting rights in respect of any Company Securities; (viii) any Contract containing “most favored nation” or similar preferential pricing provisions, any exclusive dealing arrangement or any arrangement that grants any right of first refusal, first offer, first negotiation or similar preferential right; (ix) any Contract that obligates the Company (together with its Subsidiaries) to make aggregate payments in excess of (A) $100,000 350,000 in the current or any future calendar year or (B) $1,000,000 in the aggregate; (x) any Contract with any supplier of material inputs used in the manufacture of the Company Products and any contract manufacturer involved in the manufacture of the Company Products; (xi) any Contract (A) for the disposition of all, or any significant portion of, the assets (including any Intellectual Property Rights or business of the Company or any of its Subsidiaries, other than Ordinary Course Licenses), (B) for the acquisition of, directly or indirectly, a material portion of the assets (including any Intellectual Property Rights) or business of any other Person (whether by WBKC merger, sale of stock or assets or otherwise) or (C) related to any acquisition or divestiture and that contains continuing representations, covenants, indemnities or other obligations (including “earn out” or other contingent payment obligations); (xii) any Contract pursuant to which the Company or any of its Subsidiaries has continuing obligations or interests involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any of its Subsidiaries or any other material contingent payment obligations or interests, in each case that is not terminable by the guarantee Company or its Subsidiaries without penalty without more than 60 days’ notice; (xiii) any Lease; (xiv) any Contract that provides for indemnification of any current or former Service Provider; (xv) any Contract relating to indebtedness for borrowed money any guarantees thereof or the granting of Liens over the property or assets of the Company or any of its Subsidiaries, other than Permitted Liens; (xvi) any Contract relating to any loan or other extension of credit made by WBKC the Company or any of its Subsidiaries of any such obligation (other than FHLB to the Company or any of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptancesits Subsidiaries, and contracts relating other than investments in marketable securities or advances to borrowings or guarantees made Service Providers in the ordinary course of business); (iixvii) any contract Contract containing covenants that limit any provision or covenant limiting in any material respect the ability of WBKC the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries) to compete (A) Exploit any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or to obtain products or services from any Person, or to hire or engage limiting the services ability of any Person, Person to provide products or that involve any restriction of services to the geographic area in which, or method by which, WBKC Company or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or, after the consummation of the Merger, Parent, the Surviving Corporation or any Governmental Authority of their respective Subsidiaries); (as defined in Section 5.13))xviii) any Contract requiring the Company, or any contract that requires it successor thereto or acquirer thereof, to make any payment, whether on the account of its Subsidiaries severance or otherwise, to deal exclusively or on another Person as a “sole source” basis with another party to such contract with respect to result of a change of control of the subject matter of such contract; (iii) any contract for, with respect toCompany, or that contemplates, gives a possible merger, consolidation, reorganization, recapitalization, joint venture, Third Party a right to receive or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect elect to WBKC or receive any of its Subsidiaries;such payment; and (ivxix) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any “material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report contract” (as such term is defined in Section 3.36) (pursuant to Items 601(b)(4) or Item 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this AgreementK). (b) With respect The Company has made available to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) Parent a true and complete copy of each Material Contract. Except as has not had, and would not reasonably be expected to have a Company Material Adverse Effect, each of the Material Contracts and Unscheduled Contracts is valid, binding and in full force and effect and is enforceable in accordance with its terms by the Company or its applicable Subsidiary party thereto, subject to the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other party to a Material Contract or an Unscheduled Contract has been previously delivered breached or violated in any material respect any provision of, or taken or failed to Horizon. (c) Except as disclosed in Section 3.09(c) take any act which, with or without notice, lapse of time or both, would constitute a material breach or default under the WBKC Disclosure Scheduleprovisions of such Material Contract or Unscheduled Contract, and neither WBKC the Company nor any of its Subsidiaries have entered into has received notice that it has breached, violated or defaulted in any interest rate swaps, caps, floors, option agreements, futures and forward contracts, material respect under any such Material Contract or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customersUnscheduled Contract.

Material Contracts. (a) As Except for this Agreement and the other Transaction Agreements, as of the date hereof, none of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor any of Company T or its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, to nor are any of Company T's or is its Subsidiaries' properties or assets bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):: (i) any contract relating Contract that would be required to be filed or furnished by Company T pursuant to Item 19 and paragraph 4 of the borrowing Instructions to Exhibits of money in excess of $100,000 by WBKC or any of its Subsidiaries or Form 20-F under the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)Exchange Act; (ii) any contract containing covenants Contract granting a right of first refusal, first offer or first negotiation; (iii) any Contract relating to the formation, creation, operation, management or control of a partnership, joint venture, limited liability company or similar arrangement; (iv) any Contract for the acquisition, sale or lease (including leases in connection with financing transactions) of material properties or assets of Company T (by merger, purchase or sale of assets or stock or otherwise); (v) any Contract with any Governmental Entity; (vi) any Contract involving the payment or receipt of amounts by Company T or its Subsidiaries, or relating to indebtedness for borrowed money or any financial guaranty, of more than US$4,000,000; (vii) any non-competition Contract or other Contract that limit purports to limit, curtail or restrict in any material respect the ability of WBKC Company T or any of its Subsidiaries to compete in any geographic area, industry or line of business business; (viii) any Contract that contains a put, call or with any Person, or similar right pursuant to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC which Company T or any of its Subsidiaries may carry on its business (other than as may could be required by Law to purchase or sell, as applicable, any equity interests of any Person ; (as defined in Section 3.05(a)ix) any Contract that contains restrictions with respect to (A) payment of dividends or any Governmental Authority (as defined in Section 5.13)), distribution with respect to equity interests of Company T or any contract that requires it of its Subsidiaries, (B) pledging of share capital of Company T or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter (C) issuance of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC guaranty by Company T or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (viix) any material Company T IP Agreements other documentthan agreements for Off-the-Shelf Software and UGC Agreements (all such Contracts described in clauses (i) through (x), instrument or agreement that is required to be filed as an exhibit to and any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under Company T VIE Contracts, collectively, the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement"Company T Material Contracts"). (b) With respect to each Each of WBKC’s the Company T Material Contracts: (i) each Material Contract Contracts constitutes the valid and legally binding obligation of Company T or its applicable Subsidiary, enforceable in accordance with its terms and is in full force and effect (subject effect. There is no material breach or default under any Company T Material Contract so listed either by Company T or, to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s Company T's knowledge, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Company T or, to Company T's knowledge, any other party. No party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each such Company T Material Contract has been previously delivered given notice to HorizonCompany T of or made a claim against Company T with respect to any material breach or default thereunder. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(a5.16(a) of the WBKC Disclosure Schedule, neither WBKC nor Schedules lists the following Contracts to which the Target or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, or is any of its assets are bound or affected by, or receives benefits under the following material contracts (excluding any Leases and any Target Employee Plan) (collectively, the “Target Material Contracts”): (i) any contract relating “material contract” required to be filed under Item 601(b)(10) of Regulation S-K of the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)Securities Act; (ii) any contract containing covenants that limit employment or consulting Contract (in each case with respect to which the ability of WBKC Target or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction has continuing obligations as of the geographic area date hereof) providing for an annual base salary in which, or method by which, WBKC or any excess of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract$100,000; (iii) any contract forContract providing for indemnification by the Target or any of its Subsidiaries that is material to the Target, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, other than any Contract providing for indemnification of customers or other business combination, or asset sale or sale of equity securities not Persons pursuant to Contracts entered into in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (iv) any lease Contract that purports to limit in any material respect the right of real the Target or personal property providing for total aggregate lease payments by or to WBKC or any of its Subsidiaries during (A) to engage in any line of business, or (B) to compete with any Person or operate in any geographical location; (v) any Contract relating to the remaining term disposition or acquisition, directly or indirectly (by merger or otherwise), by the Target or any of its Subsidiaries after the agreement date of this Agreement of assets with a fair market value in excess of $50,000 100,000; (vi) any Contract that obligates the Target or having a remaining term any of its Subsidiaries to conduct business on an exclusive basis with any third party; (vii) any partnership, joint venture or similar Contract; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, in each case in excess of two years$100,000, other than financing leases entered into in accounts receivables and payables; (ix) any material Target IP Contract; (x) any employee collective bargaining agreement or other Contract with any labor union; (xi) any other Contract under which the ordinary course of business in which WBKC Target or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures obligated to make payment or receipts by WBKC or any of its Subsidiaries incur costs in excess of $100,000 during the remaining term of the agreement or having a remaining term 50,000 in excess of two years, excluding agreements relating to loans any year and deposits with Wolverine Bank customerswhich is not otherwise described in clauses (i)–(x) above; (vixii) any Contract which is not otherwise described in clauses (i)-(xi) above that is material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) Target, and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in listed on Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c5.16(a)(xii) of the WBKC Disclosure Schedule, neither WBKC nor any Schedules; The Target has made available to Parent correct and complete copies of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customersall Target Material Contracts.

Material Contracts. (a) As Except for those agreements and other documents filed as exhibits or incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 or filed or incorporated in any of its other Company SEC Reports filed since January 1, 2019 and prior to the date of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedulehereof, neither WBKC the Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, bound by or is bound subject to any agreement, contract, arrangement, commitment or affected byunderstanding (whether written or oral) (in the case of subsections (iv), (v), (vi), (ix) and (x), only those involving the payment of more than $100,000 over the life of the agreement) (each, whether or receives benefits under not filed with the following material contracts (collectivelySEC, the a “Material ContractsContract”): (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K; (ii) that contains a non-compete or client or customer non-solicit requirement or any contract relating other provisions that materially restricts the conduct of, or the manner or location of conducting, any line of business of the Company or any of its Affiliates (or, upon consummation of the Mergers, of Parent or any of its Affiliates); (iii) that obligates the Company or any of its Affiliates (or, upon consummation of the Mergers, Parent or any of its Affiliates) to conduct business with any third party on an exclusive or preferential basis; (iv) that requires referrals of business or requires the Company or any of its Affiliates to make available investment opportunities to any Person on a priority or exclusive basis; (v) that relates to the borrowing incurrence of money in excess of $100,000 indebtedness by WBKC the Company or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreementsdeposit liabilities, trade payables, bankers’ acceptancesfederal funds purchased, advances and contracts relating loans from the Federal Home Loan Bank and securities sold under agreements to borrowings or guarantees made repurchase, in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (vi) that grants any right of first refusal, right of first offer or similar right with respect to WBKC any assets, rights or properties of the Company or any of its Subsidiaries; (ivvii) that limits the payment of dividends by the Company or any of its Subsidiaries; (viii) that relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party, or to the formation, creation or operation, management or control of any partnership or joint venture with any third party, except in each case that relates to merchant banking investments by the Company or its Subsidiaries in the ordinary course of business; (ix) that relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (x) that provides for payments to be made by the Company or any of its Subsidiaries upon a change in control thereof; (xi) that was not negotiated and entered into on an arm’s‑length basis; (xii) that provides for indemnification by the Company or any of its Subsidiaries of any Person, except for contracts entered into in the ordinary course of business providing for customary and immaterial indemnification and provisions of the Company Articles and the Company Bylaws providing for indemnification; (xiii) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $150,000 per annum (other than any such contracts which are terminable by the Company or any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice); (xiv) that grants to a Person any right, license, covenant not to ▇▇▇ or other right in Company Owned Intellectual Property or grants to the Company or any of its Subsidiaries a license or other right to any Company Licensed Intellectual Property (excluding licenses to shrink-wrap or click-wrap software), in each case that involves the payment of more than $150,000 per annum or is material to the conduct of the businesses of the Company; (xv) to which any Affiliate, officer, director, employee or consultant of such party or any of its Subsidiaries is a party or beneficiary (except with respect to loans to, or deposit or asset management accounts of, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (xvi) that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger, the Bank Merger or the other transactions contemplated hereby; (xvii) that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets; (xviii) that is a lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess annual rentals of $50,000 or having more; (xix) that contains a remaining term in excess standstill or similar agreement pursuant to which the Company or any of two years, other than financing leases its Subsidiaries has agreed not to acquire assets or securities of another party or any of its Affiliates; (xx) that is between the Company or any of its Subsidiaries and any director or officer of the Company or any Person beneficially owning five percent or more of the outstanding Company Common Stock; or (xxi) that is otherwise not entered into in the ordinary course of business or that is material to the Company or any Subsidiary of the Company or their financial condition or results of operations. The Company has Previously Disclosed or made available to Parent prior to the date hereof true, correct and complete copies of each Material Contract. (i) Each Material Contract is a valid and legally binding agreement of the Company or one of its Subsidiaries, as applicable, and, to the Knowledge of the Company, the counterparty or counterparties thereto, is enforceable in which WBKC accordance with its terms (subject to the Bankruptcy and Equity Exception) and is in full force and effect, (ii) the Company and each of its Subsidiaries has duly performed all obligations required to be performed by it prior to the date hereof under each Material Contract, (iii) neither the Company nor any of its Subsidiaries, and, to the Knowledge of the Company, any counterparty or counterparties, is in breach of any provision of any Material Contract, (iv) each Material Contract can be readily fulfilled or performed by the Company and its Subsidiaries without undue or unusual expenditure of money or effort or any preparation, action or arrangement outside of the ordinary and usual course of business and (v) no event or condition exists that constitutes, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the Company or any of its Subsidiaries is under any such Material Contract or provide any party thereto with the lessor; (vright to terminate such Material Contract. Section 3.16(b) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) Company Disclosure Schedule sets forth a true and complete copy list of (A) all Material Contracts pursuant to which consents or waivers are or may be required and (B) all notices which are required to be given, in each Material Contract has been previously delivered case, prior to Horizon. (c) Except as disclosed in Section 3.09(c) the performance by the Company of this Agreement and the consummation of the WBKC Disclosure ScheduleMerger, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures the Bank Merger and forward contracts, or the other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customerstransactions contemplated hereby.

Material Contracts. (a) As Schedule 5.12 identifies all of the date of this Agreement, and except as disclosed following to which the ------------- Subsidiaries are parties or by Section 3.09(a) of which the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is Subsidiaries are bound or affected by, or receives benefits under the following material contracts (collectively, the “"Material Contracts”"): (i) each purchase order, agreement or commitment obligating the Subsidiaries to purchase any contract products or services and providing for an aggregate payment of $1,000 or not cancelable on 60 days notice; (ii) all agreements relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Personmoney, or to hire liability for the deferred purchase price of property or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)excluding normal and customary trade payables which are not overdue), or any contract that requires it instrument guaranteeing any indebtedness or other liability or any obligation to incur any indebtedness, including any interest rate swap or other agreement affecting or relating to interest payable by the Subsidiary under any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractforegoing agreements; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, partnership, strategic alliance or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiariessimilar arrangement; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term guarantee of the agreement in excess obligations of $50,000 the suppliers, officers, directors or having a remaining term in excess employees of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorSubsidiaries; (v) any contract that involves total aggregate expenditures or receipts by WBKC or agreement limiting, in any of its Subsidiaries in excess of $100,000 during manner, the remaining term ability of the agreement Subsidiaries to engage in any business anywhere in the world (including, without limitation, any agreements with manufacturers or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customersretailers which contain exclusive dealing or similar provisions); (vi) any material licensing agreement employment, consulting, management, severance or other contract similar agreement with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; orPerson; (vii) any union, collective bargaining, works council or similar agreement; or (viii) any other documentmaterial contract, agreement, commitment, understanding or instrument providing for payments to or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under from the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this AgreementSubsidiaries. (b) With respect to each of WBKC’s Material Contracts: (i) each Each Material Contract is the valid and binding obligation of the Subsidiaries, as applicable, enforceable against it in full force and effect (accordance with its respective terms, subject to ivapplicable bankruptcy, insolvency moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity). None of the Subsidiaries, below); (ii) neither WBKC nor or to the Knowledge of the LLC any of its Subsidiaries the other parties thereto, is in breach or default under (including any circumstances that would result in a breach or default with notice or lapse of time or both) any such Material Contract in any material default thereunderrespect, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any such Material Contract is in or agreed to do so. Neither the LLC nor the Subsidiaries has received any written notice of breach or default (including any written notice of circumstances that would constitute a breach or otherwise not in compliance default with any material term notice or condition lapse of time or both) or termination under any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) A true, complete and correct copy of each Material Contract, including each agreement and instrument listed on Schedule 11.3, ------------- has been provided to Cornerstone on or before the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customersClosing Date.

Material Contracts. (a) As of the date of this Agreement, except as set forth on Section 2.16 of the XETA Schedule, and except as disclosed by Section 3.09(afor (i) of this Agreement, and (ii) the WBKC Disclosure ScheduleXETA Employee Benefit Plans, neither WBKC XETA nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, subsidiaries is a party to, to or is bound by any contract (whether written or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):oral) which is: (iA) any contract a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (indebtedness, other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, (x) trade payables, bankers’ acceptances, debt and contracts relating to borrowings or guarantees made advances incurred in the ordinary course of business), (y) accounts payable and (z) intercompany loans to the subsidiaries of XETA; (iiB) any contract containing covenants that limit the ability of WBKC a contract, lease or license pursuant to which XETA or any of its Subsidiaries subsidiaries paid amounts in excess of $250,000 within the 12 month period prior to compete in the date of this Agreement; (C) a material consulting agreement; (D) any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method contract providing for indemnification by which, WBKC XETA or any of its Subsidiaries may carry on subsidiaries that is material to XETA and its business (other than subsidiaries, taken as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two yearswhole, other than financing leases any contract providing for indemnification of customers or other persons entered into in the ordinary course of business in which WBKC business; (E) a contract that purports to limit the right of XETA or any of its Subsidiaries affiliates to engage or compete in any line of business in which XETA or its subsidiaries is the lessorengaged or to compete with any person or operate in any location; (vF) a contract that creates a partnership, joint venture or any strategic alliance or similar arrangement that is material to XETA with respect to any portion of the business of XETA or its subsidiaries; (G) a license, franchise, distributorship or other contract or agreement which relates in whole or in part to any material Intellectual Property of or used by XETA or its subsidiaries, but excluding any commercial off the shelf software with retail value of less than $25,000 per item; (H) a contract material to XETA with any manufacturer, supplier or provider of products or services that are resold by XETA or its subsidiaries or incorporated into any XETA product that is resold by XETA or its subsidiaries to any third party; (I) a contract material to XETA providing for the development of any product, system, software, content, technology, or Intellectual Property, independently or jointly, by or for XETA or its subsidiaries, or any contract or agreement providing for the sale of customized or otherwise non-commercially available software, technology, products or services by or to XETA or its subsidiaries; (J) a contract to which XETA or any subsidiary is a party providing for future performance by XETA or such subsidiaries in consideration of amounts previously paid, excluding maintenance agreements and purchase agreements with customers entered into in the ordinary course of business; (K) a contract to provide source code which constitutes any or part of material XETA Intellectual Property to any third party for any product or technology; (L) a contract material to XETA with any distributor, reseller, original equipment manufacturer, systems integrator, sales representative, sales agency or manufacturer’s representative or otherwise, providing for the distribution or resale of any XETA product; and (M) any contract commitment or agreement to enter into any of the foregoing. All contracts of the type described in this Section 2.16(a) are referred to herein as the “XETA Material Contracts.” (b) Other than as a result of the expiration or termination of any XETA Material Contract in accordance with its terms and except as has not had and is not reasonably likely to have, individually or in the aggregate, a XETA Material Adverse Effect, (i) each XETA Material Contract is valid and binding on XETA and any of its subsidiaries that involves total aggregate expenditures is a party thereto, as applicable, and in full force and effect, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization and other laws of general applicability relating to or receipts affecting the rights or remedies of creditors and by WBKC general equitable principles (whether considered in a proceeding in equity or at law), and except that any indemnity, contribution and exoneration provisions contained therein may be limited by Applicable Law and public policy, (ii) XETA and each of its subsidiaries has in all material respects performed all obligations required to be performed by it to date under each XETA Material Contract and (iii) neither XETA nor any of its subsidiaries has received written notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of XETA or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement subsidiaries or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) their counterparties under any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each XETA Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(a3.14(a) of the WBKC Disclosure Schedule, neither WBKC nor Schedule lists each Contract of the following types to which the Company or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):by which they are bound: (i) any contract relating Contract that would be required to be filed by the borrowing Company as a “material contract” pursuant to Item 601(b)(10) of money in excess of $100,000 Regulation S-K promulgated by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)SEC; (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract Contract with respect to the subject matter formation, creation, operation, management or control of such contracta joint venture, limited liability company, partnership or similar agreement or arrangement with another Person; (iii) any contract forContract relating to indebtedness for borrowed money or deferred purchase price of property incurred by the Company or any of its Subsidiaries (in each case, with respect towhether incurred, assumed, guaranteed or that contemplatessecured by any asset) having an outstanding principal amount in excess of $500,000; (iv) any Contract involving the acquisition or disposition, a possible directly or indirectly (by merger, consolidationsale of stock, reorganizationsale of assets or otherwise), recapitalizationof assets, joint venturecapital stock, securities or other business combination, equity interests or asset sale businesses for aggregate consideration (in one or sale a series of equity securities not transactions) under such Contract of $1,000,000 or more (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice); (v) any Contract that by its terms calls for (A) aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $1,000,000 over the remaining term of such Contract or (B) annual payments to or from the Company or its Subsidiaries of more than $500,000; (vi) any Contract pursuant to which the Company or any of its Subsidiaries has continuing guarantee, with respect “earn-out” or other contingent payment obligations, in each case that would reasonably be expected to WBKC result in payments in excess of $500,000; (vii) any Contract (A) pursuant to which a third party grants the Company or any of its Subsidiaries a license to any Intellectual Property that is material to the business of the Company or any of its Subsidiaries, as currently conducted, but excluding in all events Contracts granting a license or right to use commercially available software with annual license, maintenance, support and other fees of less than $500,000 in the aggregate and Contracts that include a license or right to use Intellectual Property that is incidental to the subject matter of the Contract in which they are incorporated or a license or right to use Intellectual Property granted for the purpose of enabling or supporting the provision of services or use of products and that is not otherwise material to the subject matter of the Contract, or (B) pursuant to which the Company or any of its Subsidiaries grants a third party a license under or to any Intellectual Property owned by the Company or its Subsidiaries to any third party, other than non-exclusive licenses that are granted pursuant to commercial relationships between the Company or its Subsidiaries, on the one hand, and their customers, vendors or suppliers, on the other hand, in the ordinary course of business; (ivviii) any lease collective bargaining agreement or other Contract with a labor union, labor organization, works council or similar organization; (ix) any Government Contract; (x) any Contract that is a partnership, limited liability company, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of real any joint venture; (xi) any Contract that grants “most favored nation” status to a Material Customer or personal property providing for total aggregate lease payments by Material Supplier; (xii) any Contract between the Company or any of its Subsidiaries, on the one hand, and any director or officer of the Company or any 5% stockholder of the Company or their immediate family members, on the other hand (other than employment Contracts, indemnification Contracts and other Contracts relating to WBKC a director’s or officer’s service as such with the Company); (xiii) any Contract that contains any provision expressly requiring the Company or any of its Subsidiaries to purchase or sell any material goods or services exclusively to or from another Person or that otherwise purports to limit either (x) the type of business in which the Company or its Subsidiaries during may engage, (y) the remaining term manner or locations in which any of them may so engage in any business or (z) the rights of the agreement in excess Company or any of $50,000 its Subsidiaries to make, sell or having distribute any products or services; or (xiv) any Contract with a remaining term in excess of two yearsMaterial Customer or Material Supplier, other than financing leases purchase orders entered into in the ordinary course of business that have resulted, or are reasonably expected to result, in which WBKC payments by or any of to the Company and its Subsidiaries is of less than $500,000 in the lessor; (v) any aggregate). Each contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having type described in this Section 3.14(a) is referred to herein as a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement“Material Contract.” (b) With respect to each A true and correct copy of WBKC’s Material Contracts: (i) each Material Contract has previously been made available to Parent (except with such redactions as may be clearly marked on such copy). Each Material Contract is valid and binding on the Company or one of its Subsidiaries, as applicable, and to the Knowledge of the Company, each other party thereto and in full force and effect (and enforceable in accordance with its terms, subject to iv)the Bankruptcy and Equity Exception, below); except to the extent that (i) it has previously expired in accordance with its terms, (ii) it is cancelled, rescinded or terminated after the date of this Agreement in accordance with its terms or (iii) the failure to be in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) neither WBKC the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in material default under any Material Contract, (B) the Company and its Subsidiaries have performed all obligations required to be performed by them to date under the Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder, as such term or concept may be defined in each Material Contract; (iiiC) neither WBKC the Company nor any of its Subsidiaries has repudiated or waived received any material provision written or, to the Knowledge of the Company, oral notice of termination in respect of any Material Contract; , and (ivD) to WBKC’s knowledgethe Knowledge of the Company, there are no other party disputes pending or threatened in writing (or threatened orally) that are material to the business of the Company and its Subsidiaries, taken as a whole, with respect to any Material Contract is in default or otherwise not in compliance with any material term or condition Contract. (c) Section 3.14(c) of any Material Contract; and (v) the Disclosure Schedule sets forth a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of standard form purchase order utilized by the Company and its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for in the account ordinary course of one or more of its Subsidiaries or their respective customersbusiness.

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(a) of neither the WBKC Disclosure Schedule, neither WBKC Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, to or bound by any Contract (each Contract of the type described in this Section 4.11(a) to which the Company or any of its Subsidiaries is a party to or bound by as of the date of this Agreement or affected by, to which the Company or receives benefits under any of its Subsidiaries is a party to or bound by and that has been filed with the following material contracts (collectively, SEC prior to the date hereof being referred to herein as a “Material ContractsContract”): (i) any contract relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is or will be required to be filed by the Company as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (a material contract pursuant to Items 601(b)(4) or Item 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇Securities Act and is not already so filed; (ii) that has not been filed limits or purports to limit in any material respect either the type of business in which the Company or any of its Affiliates may engage or the manner or locations in which any of them may so engage in any business; (iii) that includes any “most favored nations” terms and conditions (including with respect to pricing), any exclusive dealing arrangement, any arrangement that grants any right of first refusal, right of first offer or similar right, any area of mutual interest clause or similar clause or any other term, condition or clause that, in the case of each of the foregoing, individually or in the aggregate, limits or purports to limit in any material respect the ability of the Company or any of its Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business (excluding, in respect of each of the foregoing, customary joint operating agreements); (iv) that creates a partnership (other than a Tax partnership), joint venture, strategic alliance or similar arrangement with respect to any material business or assets of the Company and its Subsidiaries, taken as an exhibit a whole; (v) that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or incorporated by reference investments in, WBKCany person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests not covered by a joint operating agreement or (B) any loan or capital contribution to, or investment in, (1) the Company or one of its wholly owned Subsidiaries, (2) any person (other than any officer, director or employee of the Company or any of its Subsidiaries) that is less than $25 million to such person or (3) to any officer, director or employee of the Company or any of its Subsidiaries that is less than $1 million to such officer, director or employee; (vi) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement (other than those solely between the Company and its Subsidiaries) providing for or guaranteeing indebtedness in excess of $50 million individually; (vii) that is an acquisition agreement, asset purchase, stock purchase or other similar agreement pursuant to which (A) the Company reasonably expects that it or any of its Subsidiaries is required to pay total consideration (including assumption of debt) after the date of this Agreement in excess of $50 million or (B) any other person has the right to acquire any assets of the Company or any of its Subsidiaries (or, after giving effect to the consummation of the Offer or the Merger, Parent or any of its Subsidiaries) or any interests therein after the date of this Agreement with a purchase price of more than $50 million; (viii) that is an agreement providing for the sale by the Company or any of its Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than 60 days and does not allow the Company or such Subsidiary to terminate it without penalty on 60 days’ notice or less or (B) contains a “take-or-pay” clause or any 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 without then or thereafter receiving full payment therefor; (ix) that provides for a call or option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, covering in excess of 20 MMcf (or, in the case of liquids, in excess of 750 barrels) of the Company’s SEC Reports filed prior and its Subsidiaries’ Hydrocarbons per day (calculated on a yearly average basis); (x) that is a treatment, gathering, processing or transportation agreement to which the Company or any of its Subsidiaries is a party involving the treatment, gathering, processing or transportation of more than 50 MMcf (or, in the case of liquids, in excess of 500 barrels) of Hydrocarbons per day (calculated on a yearly average basis); (xi) that is a joint development agreement, exploration agreement, participation or program agreement or similar agreement (excluding, in respect of each of the foregoing, customary joint operating agreements) that contractually requires the Company and its Subsidiaries to make expenditures that would reasonably be expected to be in excess of $100 million in the aggregate during the 12-month period following the date of this Agreement; (xii) that is a collective bargaining agreement; (xiii) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $50 million in any 12-month period, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of 60 days or less, and excluding joint operating agreements and production sales Contracts; (xiv) that is an Oil and Gas Lease that contains express provisions (A) obligating the Company or any Subsidiary to drill ▇▇▇▇▇, pursuant to which the Company or any Subsidiary would reasonably be expected to be required to expend $25 million on any individual Oil and Gas Lease or $200 million in the aggregate on all obligations under Oil and Gas Leases, (B) establishing bonus obligations in excess of $10 million that were not satisfied at the time of leasing or signing, (C) requiring payments or providing for a change in terms upon a change in control of the lessee or (D) providing for a fixed term, even if there is still production in paying quantities; and (xv) that is a settlement or similar agreement with any Governmental Entity or Order or consent of a Governmental Entity to which the Company or any of its Subsidiaries is subject involving future performance by the Company or any of its Subsidiaries that is or would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) With respect Except as, individually or in the aggregate, would not reasonably be expected to each of WBKC’s Material Contracts: (i) be material to the Company and its Subsidiaries, taken as a whole, each Material Contract is a valid and binding obligation of the Company or its Subsidiaries (to the extent they are parties thereto or bound thereby), is in full force and effect and enforceable against the Company or its Subsidiaries and, to the Knowledge of the Company, each other party thereto, in accordance with its terms (subject to ivthe Bankruptcy and Equity Exception). Except for breaches, below); (ii) violations or defaults that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, neither WBKC the Company nor any of its Subsidiaries is in material default thereunderSubsidiaries, as such term or concept may be defined in each nor to the Knowledge of the Company any other party to a Material Contract; (iii) , has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Contract, and neither WBKC the Company nor any of its Subsidiaries has repudiated received written notice that it has breached, violated or waived defaulted under any Material Contract or, as of the date of this Agreement, of an intention by any counterparty (other than the Company or any of its Subsidiaries) to cancel, terminate or amend in any material provision of respect or not renew any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Schedule 5.9(a) sets forth all of the date of this Agreementfollowing Contracts, and except as disclosed by Section 3.09(ain each case, which both (i) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businessesrelate exclusively to, or operationsare necessary for Seller’s conduct of, the Business and (ii) to which Seller or any Affiliate is a party to, or is by which Seller or any Affiliate or Seller’s or any Affiliate’s assets or properties are bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”): (i) any contract relating to each Contract with the borrowing Customers of money in excess the Business, including each alarm lease, maintenance agreement, repair agreement, service agreement and monitoring agreement with Customers of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation Business (other than FHLB of Indianapolis advancescollectively, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business“Customer Contracts”); (ii) each Contract relating to any contract containing covenants that limit the ability partnership, joint venture, strategic alliance or sharing of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractprofits; (iii) each Contract limiting the right of Seller to (1) engage in or compete with any contract for, with respect to, Person in any business or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, in any geographical area or other business combination, (2) solicit or asset sale hire any Person or sale of equity securities not in the ordinary course of business consistent with past practice, customers with respect to WBKC or any of its Subsidiariesthe Business; (iv) any lease each Intellectual Property License, except for licenses implied by the sale of real goods, licenses to Software generally commercially available, off the shelf Software or personal property providing for total aggregate lease payments by Software licensed pursuant to shrink-wrap or “click to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessoraccept” agreements; (v) each Contract relating to the incurrence, assumption or guarantee of any contract that involves total aggregate expenditures indebtedness or receipts by WBKC or imposing a Lien on any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customersPurchased Assets; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; oreach Real Property Lease; (vii) each Personal Property Lease; (viii) each Contract pertaining to employment arrangements with any Employee, including any Contract providing for severance, retention, change in control or other documentsimilar payments or benefits of Employees; (ix) each Contract between Seller, instrument on the one hand, and Seller’s Affiliates, on the other hand; (x) each Contract with a Governmental Body; (xi) each Contract that contains a “most favored nation” clause or agreement other term providing preferential pricing or treatment; and (xii) each Contract that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit otherwise material to, or incorporated by reference innecessary for Seller’s conduct of, WBKC’s SEC Reports filed prior to the date of this AgreementBusiness, other than the Excluded Contracts. (b) With respect to each Each of WBKC’s the Material Contracts: (i) each Material Contract Contracts is in full force and effect (and is the legal, valid and binding obligation of Seller and, to the Knowledge of Seller, of the other parties thereto, enforceable against each of them in accordance with its terms subject to ivapplicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), below); (ii) neither WBKC nor any of its Subsidiaries . Seller is not in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision breach of any Material Contract; (iv) , nor, to WBKC’s knowledgethe Knowledge of Seller, no is any other party to any Material Contract is in default material breach thereof. Seller has delivered or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true made available to Purchaser true, correct and complete copy copies of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) all of the WBKC Disclosure ScheduleMaterial Contracts, neither WBKC nor any of its Subsidiaries have entered into any interest rate swapstogether with all amendments, caps, floors, option agreements, futures and forward contracts, modifications or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customerssupplements thereto.

Material Contracts. (a) As Neither the Company nor any of its Subsidiaries is a party to any Contract required to have been filed with the SEC by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act that has not been so filed. (b) Section 2.7(b) of the Company Disclosure Schedule lists, as of the date of this Agreement, the following types of contracts and except agreements to which the Company or any of its Subsidiaries is a party (such contracts and agreements as disclosed by are required to be set forth on Section 3.09(a2.7(b) of the WBKC Company Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, Schedule being the “Material Contracts”): (i) any each contract relating and agreement (A) with consideration paid or payable to the borrowing Company or any of money its Subsidiaries of more than $100,000, in the aggregate, and (B) with suppliers to the Company or any of its Subsidiaries for expenditures paid or payable by the Company or any of its Subsidiaries of more than $100,000, in the aggregate, in each case over the twelve (12)-month period ending December 31, 2022; (ii) each Advisory Contract or other investment advisory, asset management or similar agreements entered into by the Company and its Subsidiaries, providing for revenues in excess of $100,000 by WBKC per annum; (iii) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any of its Subsidiaries is a party that are material to the business of the Company; (iv) all Service Agreements and management contracts, 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 guarantee by WBKC Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party; (v) all Contracts providing for the development of any such obligation software or Intellectual Property Rights, independently or jointly, either by or for the Company or any of its Subsidiaries (other than FHLB employee invention assignment agreements and consulting agreements with authors on the Company’s or any of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankersits Subsidiaries’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course standard form of businessagreement); (iivi) all Contracts evidencing Indebtedness with a principal amount, or involving obligations, in excess of $100,000; (vii) all partnership, joint venture, property management, profit sharing, carry interest or similar Contracts; (viii) all Contracts with any contract containing covenants Governmental Authority to which the Company or any of its Subsidiaries is a party, other than any Company Permits; (ix) all Contracts that limit limit, or purport to limit, the ability of WBKC the Company or any of its Subsidiaries to compete in any line of business or with any Person, person or entity or in any geographic area or during any period of time or to hire or engage retain any person; (x) all Contracts that result in any person or entity holding a power of attorney from the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC Company or any of its Subsidiaries may carry on that relates to the Company and its business Subsidiaries or their respective businesses; (other than as may be required xi) all leases or master leases of personal property reasonably likely to result in annual payments of $50,000 or more in a twelve (12)-month period; (xii) Contracts which involve the license or grant of rights to Company Owned IP by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it the Company or any of its Subsidiaries to deal exclusively Subsidiaries, but excluding any nonexclusive licenses (or on a “sole source” basis with another party to such contract with respect sublicenses) of Company Owned IP granted to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not Company’s clients in the ordinary course of business consistent with past practice, with respect to WBKC that are substantially in the same form as the Company’s or any of its Subsidiaries;’ standard form Advisory Contracts as have been provided to Purchaser; and (ivxiii) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any “material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report contract” (as such term is defined in Section 3.36) (pursuant to Items 601(b)(4) or Item 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇Securities Act) or any other contract that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior is material to the date of this AgreementCompany and its Subsidiaries, taken as a whole. (b) With respect to each of WBKC’s Material Contracts: (i) each Each Material Contract is a legal, valid and binding obligation of the Company or any of its Subsidiaries party thereto and, to the Knowledge of the Company, is enforceable in full force accordance with its terms against the other parties thereto, there are no grounds for termination, rescission or repudiation of any Material Contract, and effect (subject to iv), below); (ii) neither WBKC the Company nor any of its Subsidiaries is in material breach or violation of, or material default thereunderunder, as such term or concept may be defined in each any Material ContractContract nor has any Material Contract been canceled by the other party; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (ivii) to WBKC’s knowledgethe Knowledge of the Company, no other party to any Material Contract is in material breach or violation of, or material default or otherwise not in compliance with any material term or condition of under, any Material Contract; and (viii) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor Company or any of its Subsidiaries have entered into not received any interest rate swaps, caps, floors, option agreements, futures and forward contractswritten, or other similar risk management arrangementsto the Knowledge of the Company, whether entered into for WBKC’s own account oral claim of default under any such Material Contract. The Company has furnished or for made available to Purchaser true and complete copies of all Material Contracts without redaction, including amendments thereto that are material in nature. The Company is not renegotiating or offering to renegotiate any Contract with a Top Customer in a way that would be materially adverse to the account of one or more of its Subsidiaries or their respective customersCompany.

Material Contracts. (a) As Except for this Agreement or as set forth in Section 3.17 of the date of this AgreementCompany Disclosure Schedules, and except other than any Company Plans, as disclosed by Section 3.09(a) of the WBKC Disclosure ScheduleAgreement Date, neither WBKC nor none of the Company or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, the Company Subsidiaries is a party toto or bound by (each of the following, or is bound or affected bytogether with the engagement letters set forth on Section 3.8 of the Company Disclosure Schedules, or receives benefits under the following material contracts (collectively, the a “Company Material ContractsContract”): (i) any contract relating Contract that would be required to be filed by the borrowing Company as a “material contract” pursuant to Item 601(b)(10) of money in excess of $100,000 Regulation S-K promulgated by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (SEC, other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, those agreements and contracts relating to borrowings or guarantees made arrangements described in the ordinary course of businessItem 601(b)(10)(iii); (ii) any contract containing covenants Contract with a related person (as defined in Item 404 of Regulation S-K of the Securities Act) that limit would be required to be disclosed in the ability Company SEC Reports but has not been disclosed; (iii) any Contract that contains a put, call, right of WBKC first refusal or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, or offer for purchase or sale of any business, stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (iv) any Contract relating to the borrowing or lending of Indebtedness in excess of $50,000 (whether incurred, assumed, guaranteed or secured by any asset); (v) any Contract that is a settlement, conciliation or similar agreement between the Company or any Company Subsidiary and any Governmental Authority pursuant to which the Company or a Company Subsidiary will be required after the date of this Agreement to pay any material monetary obligations; (vi) any Contract between the Company or any Company Subsidiary, on the one hand, and any third Person, on the other hand (A) materially limiting the freedom or right of the Company or any Company Subsidiary (or, following the Closing, Parent or any of its Subsidiaries Affiliates) to compete engage in any line of business or to compete with any Personother Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by the Company or any Company Subsidiary, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of the Company or any Company Subsidiary to hire solicit, sell, distribute or engage manufacture any products or services or any technology or other assets to or for any other Person; (vii) any Contract between the services Company or any Company Subsidiary and a third Person (A) relating to the disposition of any Personassets or business of the Company and the Company Subsidiaries with a fair market value in excess of $50,000 or (B) relating to the acquisition of any assets or business of, or ownership interests in, any third Person with a fair market value in excess of $50,000, in each case of clauses (A) and (B), whether by merger, sale of stock or assets or otherwise, and that involve contains continuing indemnities or other material obligations or any restriction continuing “earn-out” or other contingent payment obligation on the part of the geographic area in which, or method by which, WBKC Company or any of its Subsidiaries may carry on its business Company Subsidiary; (other than as may be required by Law (as defined in Section 3.05(a)viii) any Contract between the Company or any Governmental Authority Company Subsidiary and any third Person that establishes a joint venture, partnership or limited liability company; (as defined in Section 5.13))ix) any Contract that by its express terms requires the Company or any Company Subsidiary, or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect successor to, or acquirer of, the Company or any Company Subsidiary, to make any material payment to another Person as a result of a change of control of the Company or any such Company Subsidiary (a “Change of Control Payment”) or gives another Person a right to receive or elect to receive a Change of Control Payment; (x) any Contract that contemplatesprohibits the declaration or payment of dividends or distributions in respect of the capital stock of the Company or any Company Subsidiary, a possible merger, consolidation, reorganization, recapitalization, joint venture, the pledging of the capital stock or other business combination, equity interests of the Company or asset sale any Company Subsidiary or sale the issuance of equity securities not any guaranty by the Company or any Company Subsidiary; (xi) any Contract (excluding in each case Contracts entered into in the ordinary course of business consistent with past practice, practice and agreements with respect employees or independent contractors) pursuant to WBKC which (a) both (i) the Company or any of Company Subsidiary is granted a license to, including any covenant not to sue under, any material Intellectual Property Right owned by any third party that is necessary for or used by the Company or any Company Subsidiary in their respective businesses as currently conducted, and (ii) that requires by its Subsidiaries; (iv) terms or is reasonably expected to require the payment or delivery by the Company or any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement Company Subsidiary in an amount having an expected value in excess of $50,000 in the fiscal year ending December 31, 2024, or (b) both (i) the Company or any Company Subsidiary grants a third party a license to, including any covenant not to sue under, any material Company Intellectual Property and (ii) that requires by its terms or is reasonably expected to require the payment or delivery by the counterparty thereto of cash or other consideration to the Company or any Company Subsidiary in an amount having a remaining term an expected value in excess of two years$50,000 in the fiscal year ending December 31, 2024; (xii) any CBAs; (xiii) any Contract with any supplier that involved the payment of more than $50,000 in the Company’s last fiscal year; (xiv) any material Contract with any university or other academic institution, research center, international organization or Governmental Authority having an expected value in excess of $50,000 in the fiscal year ending December 31, 2024, or in any single fiscal year thereafter, other than financing leases any sponsored research agreements, clinical trial site agreements, material transfer agreements, sponsorship agreements or grant agreements entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorbusiness; (vxv) any contract Contract that involves total aggregate expenditures indemnifies any director or receipts by WBKC executive officer of the Company or any Company Subsidiary (other than any indemnification provisions set forth in the certificate of its Subsidiaries incorporation or bylaws or comparable governing documents of the Company or any Company Subsidiary or Contracts entered into on substantially the same form as the Company’s standard forms previously made available to Parent); or (xvi) any Contract that requires any capital commitment or capital expenditure (or series of capital expenditures) by the Company or any Company Subsidiary after the date hereof in an amount in excess of $100,000 during 50,000 in the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreementaggregate. (b) With respect to each Each of WBKC’s Material Contracts: (i) each Company Material Contract is in full force and effect effect, and represents a valid and binding obligation of the Company or a Company Subsidiary, enforceable in accordance with its terms against the Company or the Company Subsidiary (subject as the case may be) and, to ivthe Knowledge of the Company, any other party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in Law or equity), below); (ii) neither WBKC . Neither the Company nor any of its Subsidiaries Company Subsidiary is in material default thereunderbreach of or default, as such term with or concept may be defined in each without notice, lapse of time or both, under any Company Material Contract; (iii) neither WBKC nor , nor, to the Company’s Knowledge, is any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any such Company Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As of Except for the date of this Original Merger Agreement, the Contracts filed as exhibits to the Company SEC Reports, and except as disclosed by the Contracts listed in Subsections (i) through (xxi) of Section 3.09(a3.16(a) of the WBKC Company Disclosure Schedule, neither WBKC nor as of the Original Execution Date, none of the Company or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, to or is bound or affected by, or receives benefits under by the following material contracts (collectively, the “Material Contracts”):: (i) any contract Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to the borrowing formation, creation, operation, management or control of money any Subsidiary of the Company or any other partnership, joint venture, strategic collaboration, global affiliation or business cooperation, limited liability company or similar arrangement; (iii) any Contract involving a loan (other than accounts receivable from trade debtors in excess the ordinary course of $100,000 by WBKC business) or advance to (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made extended in the ordinary course of business), or investment in, any person or any Contract relating to the making of any such loan, advance or investment for more than US$5,000,000; (iiiv) any contract containing covenants Contract involving Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (v) any Contract (including so called take-or-pay or keep-well agreements) under which any person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than US$5,000,000, other than a Permitted Encumbrances; (vii) any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (viii) any Contract for the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that limit have a fair market value or purchase price of more than US$5,000,000 (by merger, purchase or sale of assets or stock or otherwise) entered into since December 31, 2014 or, if prior to that date, have representations, warranties or indemnities that remain in effect or as to which claims are pending; (ix) any Contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute with amount in controversy greater than US$5,000,000; (x) any Contract involving a standstill or similar arrangement; (xi) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of WBKC the Company or any of its Subsidiaries to compete in any geographic area, industry or line of business or with business; (xii) any Person, or to hire or engage Contract for the services employment of any Personsenior executive officer; (xiii) any Contract that contains a put, call or that involve any restriction of similar right pursuant to which the geographic area in which, or method by which, WBKC Company or any of its Subsidiaries may carry on its business could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than US$5,000,000; (xiv) any Contract (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13))Contracts granting Company Options, or Company RSs) giving the other party the right to terminate such Contract as a result of the Original Merger Agreement, this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any contract that requires it payment in excess of US$5,000,000 to be made by the Company or any of its Subsidiaries in any calendar year or (B) the value of the outstanding receivables due to deal exclusively or on a “sole source” basis with another party to the Company and its Subsidiaries under such contract Contract is in excess of US$5,000,000 in any calendar year; (xv) any Contract that contains restrictions with respect to the subject matter (A) payment of such contract; (iii) dividends or any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, distribution with respect to WBKC equity interests of the Company or any of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guarantee by the Company or any of its Subsidiaries; (ivxvi) any lease of real or personal property Contract providing for total aggregate lease payments (A) a license, covenant not to ▇▇▇ or other right granted by any Third Party under any Intellectual Property to the Company or any of its Subsidiaries, (B) a license, covenant not to WBKC ▇▇▇ or other right granted by the Company or any of its Subsidiaries during to any Third Party under any Intellectual Property, (C) an indemnity of any person by the remaining term Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or violation of any Intellectual Property right, or (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any person by reason of the agreement ownership, use, sale or disposition of Intellectual Property, in excess each case of $50,000 or having a remaining term in excess of two yearsclauses (A) through (D), other than financing leases agreements for off-the-shelf Software and such Contracts that are not material to business of the Group Companies, taken as a whole, and in each case of clauses (C) and (D), other than Contracts entered into by the Company and its Subsidiaries in the ordinary course of business business; (xvii) any Contract granting rights in respect of exclusivity, “most favored nation” or similar rights; (xviii) any Contract between or among the Company or any of its Subsidiaries, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves payments of more than US$5,000,000 in any one year; (xix) each Control Agreement and any other any Contract which WBKC (A) provides the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a majority of the equity interests (each, an “Operating Subsidiary”), (B) provides the Company or any of its Subsidiaries is the lessorright or option to purchase the equity interests in any Operating Subsidiary, or (C) transfers economic benefits from any Operating Subsidiary to any other Subsidiary of the Company; (vxx) any contract that involves total aggregate expenditures or receipts by WBKC Contract between the Company or any of its Subsidiaries in excess of $100,000 during the remaining term and any director or executive officer of the agreement Company or having a remaining term in excess any person beneficially owning five percent or more of two years, excluding agreements relating the outstanding Shares required to loans and deposits with Wolverine Bank customers; be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act (vi) any material licensing agreement or other contract with respect including those that would be required to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than offbe disclosed if the Form 20-the-shelf and similar software generally available to F were filed as of the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual propertyOriginal Execution Date); or (viixxi) any other documentContract which, instrument or agreement if terminated, could reasonably be expected to result in a Company Material Adverse Effect. Each such Contract described in clauses (i) to (xxi) and each such Contract that is required to would be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has a Material Contract if it had not been filed as an exhibit to, or incorporated by reference in, WBKC’s to the Company SEC Reports filed prior is referred to the date of this Agreementherein as a “Material Contract.” (b) With respect to each of WBKC’s Except as would not have, individually or in the aggregate, a Company Material ContractsAdverse Effect: (i) each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect (and enforceable against such Group Company in accordance with its terms, subject to iv), below)the Bankruptcy and Equity Exception; (ii) neither WBKC nor any to the knowledge of its Subsidiaries is in material default thereunderthe Company, as such term or concept may be defined in each Material ContractContract 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) neither WBKC nor any no Group Company and, to the knowledge of its Subsidiaries has repudiated the Company, no counterparty, is or waived any material provision of is alleged to be in breach or violation of, or default under, any Material Contract; (iv) to WBKC’s knowledgethe knowledge of the Company, no other party person intends to any Material Contract is in default or otherwise not in compliance with any material term or condition of terminate any Material Contract; and (v) none of the execution of the Original Merger Agreement, the execution of this Agreement or the consummation of any Transaction shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the rights of any Group Company under any Material Contract. The Company has furnished or made available to Parent true and complete copy copies of each all Material Contract has been previously delivered to HorizonContracts, including any amendments thereto. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Schedule 3.10(a) sets forth a correct and complete list of the date following types of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor Contracts to which any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Company Entity is a party to, or is bound or affected by, or receives benefits under the following which any Company Entity has material contracts continuing Liabilities (collectively, and together with the “leases related to the Leased Real Property listed on Schedule 3.09(a), the "Material Contracts”"): (i) any contract relating to the borrowing of money in excess of $100,000 by WBKC collective bargaining agreement or any of its Subsidiaries other Contract with a labor union or the guarantee by WBKC or association representing any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)Business Employee; (ii) any contract containing covenants that limit the ability bonus, pension, profit sharing, retirement or other form of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractdeferred compensation plan; (iii) any contract forequity purchase, with respect to, option or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiariesequity-based plan; (iv) other than with respect to the Options, any lease employment, change of real control, severance, consulting or restrictive covenant Contract with any current or former (A) officer, director or manager of any Company Entity, (B) any Business Employee (other than employment Contracts terminable at will without any further obligation of the Company Entities), or (C) individual independent contractor; (v) Contract as obligor or guarantor relating to Indebtedness; (vi) guaranty of any obligation for borrowed money; (vii) any Contract under which it is lessee of, or holds or operates, any personal property providing owned by any other party, in each case, for total aggregate lease payments by which the annual rental exceeds $150,000, or (viii) any Licenses-In and Licenses-Out; (ix) (A) distribution, sales representative, marketing or similar agreement relating to WBKC the distribution, marketing or its Subsidiaries during the remaining term advertising of any of the agreement Products, and (B) any Contract between any Company Entity, on the one hand, and any manufacturers' agents, brokers or selling agents, on the other hand, pursuant to which any Company Entity makes commission payments, including the Broker Agreements; (x) any Contract that obligates any Company Entity or any of their Affiliates to conduct business on an exclusive or preferential basis or that contains a "most favored nation" or similar covenant with any Person; (xi) any partnership or joint venture Contract; (xii) any Contract relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which any Company Entity has continuing obligations following the date hereof; (xiii) any Contract that limits, impedes, interferes with or restricts the ability of any Company Entity or any of their Affiliates to (A) compete with any Person in excess a product line or line of $50,000 business, (B) operate in any geographic location, (C) engage in any line of business, or having (D) solicit for employment, hire or employ any Person; (xiv) any Contract that contains an exclusivity, requirements, "take or pay" or similar provision binding on any Company Entity; (xv) any Contract with a remaining term in excess of two yearsGovernmental Authority, other than financing leases customer Contracts or purchase or sale orders entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorbusiness; (vxvi) any contract that involves total aggregate expenditures Contracts between or receipts by WBKC among any Company Entity on the one hand and Seller or any Affiliate of its Subsidiaries in excess of $100,000 during Seller (other than any Company Entity) on the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customersother hand; (vixvii) any material licensing agreement Contract that grants any right of first refusal, right of first offer or other contract similar right with respect to patentsany assets, trademarksrights or properties of any Company Entity; (xviii) any co-manufacturing Contract or supply Contract with a co-manufacturer; (xix) any Contract with a Material Customer, copyrightsother than purchase orders entered into in the ordinary course of business; (xx) any Contract with a Material Supplier; (xxi) any professional employer organization Contract; (xxii) other than Contracts with Material Customers and Material Suppliers, any Contract for the purchase for the purchase of services or other intellectual propertyproducts providing for either (A) payments by the Company Entities of $1,000,000 or more in any calendar year; or (B) anticipated receipts by the Company Entities of $1,000,000 or more in any calendar year; and (xxiii) any Contract restricting in any material respect any Company Entity's use or ownership of any Company Intellectual Property Rights, any Contract resolving any dispute concerning Intellectual Property Rights, and any Contract adversely affecting any Company Entity's exclusive ownership of any Company-Owned Intellectual Property Rights, including software agreements (other than off-the-shelf and similar software generally available coexistence agreements, consent agreements, settlement agreements, joint development agreements, covenants not to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference inco-branding agreements, WBKC’s SEC Reports filed prior to the date of this Agreementco-marketing agreements, and assignments, other than Licenses-In and Licenses-Out. (b) With respect The Company has made available to each Purchasers a correct and complete copy of WBKC’s Material Contracts: (i) each Material Contract. Each Material Contract and other material Contract to which any Company Entity is a party is in full force and effect (subject and is a legal, valid and binding obligation of the applicable Company Entity, enforceable in accordance with its respective terms against the applicable Company Entity and, to iv)Seller's Knowledge, below); (ii) neither WBKC nor any each other party to such Material Contract or other material Contact, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors' rights and general principles of its Subsidiaries equity affecting the availability of specific performance and other equitable remedies. There is in no existing material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor material breach by any of its Subsidiaries has repudiated or waived any material provision of Company Entity under any Material Contract; Contract or other material Contract to which any Company Entity is a party (ivor, to Seller's Knowledge, event or condition that, with or without notice or lapse of time or both, could constitute such a material default or material breach) and, to WBKC’s knowledgeSeller's Knowledge, there is no such default or breach (or event or condition that, with or without notice or lapse of time or both, could constitute a default or breach) with respect to any other party to any Material Contract or other material Contract to which any Company Entity is in default a party. To Seller's Knowledge, there has not been any notice or otherwise not in compliance with any material term or condition of threat to terminate any Material Contract; and Contract or any other material Contract to which any Company Entity is a party. To Seller's Knowledge, no event has occurred which (vwith or without notice or lapse of time or both) a true and complete copy permits any termination, modification or acceleration of each payment, or requires any payment, under any Material Contract has been previously delivered or any other material Contract to Horizonwhich any Company Entity is a party. (c) Except as disclosed in Section 3.09(cSchedule 3.10(c) sets forth a correct and complete list of each loan, application for assistance or stimulus payment that any Company Entity has received or for which any Company Entity has applied pursuant to the WBKC Disclosure SchedulePaycheck Protection Program loan, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, Economic Stabilization Fund loan or other similar risk management arrangementsUnited States Small Business Administration loan relating to COVID-19 (collectively, whether entered into for WBKC’s own account the "COVID-19 Assistance"). All certifications, representations and indications made by or for on behalf of such Company Entity to any Person, including any Governmental Authority, in connection with the account of one or more of its Subsidiaries or their respective customersCOVID-19 Assistance were correct and complete in all respects when made and were prepared in compliance in all material respects with all applicable Laws.

Material Contracts. Section 2.24 of the Target Disclosure Schedule sets forth a list of all material agreements or commitments ("MATERIAL CONTRACTS") of any nature to which Target is a party or by which it is bound, including without limitation: (a) As each agreement which requires future expenditures by Target in excess of $40,000 in any one case or $80,000 in the date aggregate or which might result in payments to Target in excess of this Agreement$40,000 in any one case or $80,000 in the aggregate; (b) all employment and consulting agreements, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, and except as disclosed by Section 3.09(adistributor and sales representative agreements; (c) each agreement with any 1% or greater stockholder, officer or director of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businessesTarget, or operationsany "affiliate" or "associate" of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), is a party including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):entity; (id) any contract agreement between Target and a third party relating to Target Intellectual Property, other than non-exclusive licenses generally available from third parties; (e) any agreement for the borrowing of money in excess or line of $100,000 by WBKC credit, trust indenture, mortgage, promissory note, loan agreement or any of its Subsidiaries currency exchange, commodities or the guarantee by WBKC other hedging arrangement or any leasing transaction of its Subsidiaries of the type required to be capitalized in accordance with GAAP; (f) agreements with respect to security interests, liens or pledges; (g) any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees agreement not made in the ordinary course of Target's business); (iih) any contract containing covenants that limit agreement which provides for the ability restraint or restriction of WBKC or Target's right to compete with any person in the conduct of its Subsidiaries to compete in business; (i) any line of business confidentiality, secrecy or non-disclosure agreement with any Personparty with which Target has, has had or reasonably expects to hire have a significant relationship; (j) any distributor, reseller, agency or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such manufacturer's representative contract; (iiik) any contract forto support or maintain Target's products, that expires or may be renewed at the option of any person other than Target so as to expire more than one year after the date of this Agreement; (l) any agreement of guarantee, support, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or that contemplatesotherwise) or indebtedness of any other person; (m) any agreement pursuant to which Target has deposited or is required to deposit with an escrow holder or any other person or entity, all or part of the source code (or any algorithm or documentation contained in or relating to any source code) of any Target Intellectual Property ("SOURCE MATERIALS"); and (n) any agreement to indemnify, hold harmless or defend any other person with respect to any assertion of personal injury, damage to property or Intellectual Property infringement, misappropriation or violation or warranting the lack thereof, other than indemnification provisions contained in a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not customary purchase orders/purchase agreements/product licenses arising in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreementbusiness. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(aSchedules 2.15 (a)(i) through (xx) of the WBKC Company Disclosure Schedule, neither WBKC nor Letter set forth a list of each of the following Contracts to which the Company or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiary is a party to, or is bound or affected by, or receives benefits under that are in effect on the following material contracts Agreement Date (collectively, the “Material Contracts”): (i) any contract relating to the borrowing of money in excess of $100,000 by WBKC Company Contract with a (A) Significant Customer or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)B) Significant Supplier; (ii) any contract containing covenants that limit Contract under which the ability of WBKC Company or any of its the Subsidiaries committed to compete make future payments in any line excess of business or with any Person, or to hire or engage $1,000,000 over the services of any Person, or that involve any restriction life of the geographic area in whichContract, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13))employment-related Contracts and Contracts with lawyers, or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractaccountants, financial advisors and other similar professional service providers; (iii) any contract for, Company Contract with respect toto a dealer, distributor, referral or similar agreement, or any Company Contract providing for the grant by the Company of rights to market or sell Company Products on behalf of the Company to any other Person (collectively, the “Reseller Agreements”); (iv) other than the Reseller Agreements, (A) any joint venture Contract or (B) any Contract that contemplatesinvolves a sharing of revenues, profits, cash flows, expenses or losses with other Persons and (C) any Contract that involves the payment of royalties to any other Person, in each case, pursuant to which amounts have been received or delivered by the Company or any Subsidiary in an aggregate amount of $100,000 during the twelve (12) months preceding the Fiscal Year End Date; (v) any separation agreement or severance agreement with any current or former employees under which the Company or any Subsidiary had any actual, current Liability in an aggregate amount of $100,000 in cash or more during the twelve (12) months preceding the Agreement Date; (vi) any Contract for or relating to the employment or service of any director or officer or beneficial owner of more than 5% of the total shares of Company Capital Stock or any other type of Contract with any of its officers or beneficial owners of more than 5% of the total shares of Company Capital Stock, as the case may be; (vii) any material Contract pursuant to which the Company or any Subsidiary has agreed to grant a possible mergerlicense of any Company-Owned Intellectual Property or express covenant not to ▇▇▇ under any patents (other than non-exclusive licenses granted in the ordinary course); (viii) any Contract made available to Acquirer (A) pursuant to which any other party is granted exclusive rights, consolidation“most favored nations” pricing or “most favored customer” status or similar with respect to any of the Company Products, reorganization(B) containing any covenants by the Company not to compete with any other Person, recapitalizationin any line of business, joint venturemarket or geographic area with respect to the Company Products, or (C) that contain any rights of first refusal, negotiation or other similar material business combinationrestriction on the Company’s rights to sell, distribute or manufacture any Company Products; (ix) any Contracts (other than “shrink wrap” and similar generally available commercial end-user licenses to software that have an individual acquisition cost of $100,000 or less per annum) pursuant to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary licenses any Third-Party Intellectual Property used in the development or licensing of the Company Products, in each case, that is material to the business of the Company and its Subsidiaries, taken as a whole; (x) any material outsourced development or joint development Contract providing for the development of any material items of Company-Owned Intellectual Property on behalf of the Company; (xi) any Contracts relating to the membership of, or asset sale participation by, the Company or sale any Subsidiary in, or the affiliation of equity securities not the Company or any Subsidiary with, any industry standards group or association which obligates the Company or any Subsidiary to license or contribute any material Company-Owned Intellectual Property; (xii) any Contract containing any indemnification, warranty, support, maintenance or service that represents a material obligation or material Liability on the part of the Company or any Subsidiary other than any such Contract entered into by the Company or any Subsidiary in the ordinary course of business consistent with past practice, ; (xiii) any settlement agreement with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total Legal Proceeding with an aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement value in excess of $50,000 100,000; (xiv) any Contract with any labor union or having a remaining term any collective bargaining agreement or similar contract with its employees; (xv) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in excess of two years, accordance with GAAP; (xvi) other than financing leases entered into for any intercompany loans and capital contributions and accounts payable to trade creditors and accrued expenses in the ordinary course course, any Contract of business in which WBKC guarantee, surety, support, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of its Subsidiaries is the lessor; (v) any contract that involves total other Person, in each case, with an aggregate expenditures or receipts by WBKC or any of its Subsidiaries value in excess of $100,000 during the remaining term of the agreement or having a remaining term 100,000; (xvii) any Contract for capital expenditures in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers$1,000,000 in the aggregate entered into during the twelve (12) months preceding the Fiscal Year End Date; (vixviii) any material licensing agreement Contract pursuant to which the Company or any Subsidiary is a lessor or lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures or other contract with respect personal property involving expenditures in excess of $500,000 per annum; (xix) any Contract pursuant to patents, trademarks, copyrightswhich the Company or any Subsidiary has acquired a material business or entity, or assets constituting a line of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise, or any Contract pursuant to which it has any material ownership interest in any other intellectual property, including software agreements Person (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual propertySubsidiaries); orand (viixx) any other document, instrument or agreement that is required to be filed as an exhibit to Contract with any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this AgreementU.S. Federal Governmental Entity. (b) With respect to All Material Contracts are in written form. To the knowledge of the Company, each of WBKC’s the Material Contracts: (i) each Material Contract Contracts is in full force and effect effect, subject only to the effect, if any, of the Enforceability Exceptions. To the knowledge of the Company, as of the Agreement Date, there exists no default or event of default or event, occurrence, condition or act, with respect to the Company or any Subsidiary or with respect to any other contracting party, that, with the giving of notice, the lapse of time or the happening of any other event or condition, would reasonably be expected to (subject to iv), below); i) become a material default or material event of default under any Material Contract or (ii) neither WBKC nor give any of its Subsidiaries is in third party (A) the right to declare a material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived exercise any material provision of remedy under any Material Contract; , (ivB) the right to WBKC’s knowledgea material rebate, no other party to any Material Contract is chargeback, refund, credit, penalty or change in default or otherwise not in compliance with any material term or condition of delivery schedule under any Material Contract; and , (vC) a true the right to accelerate the maturity or performance of any material obligation of the Company under any Material Contract, or (D) the right to cancel, terminate or modify any Material Contract. As of the Agreement Date, neither the Company nor any Subsidiary has received any written notice or, to the Company’s knowledge other communication, regarding any actual, material violation or breach of, default under, or intention to cancel or modify any Material Contract. True, correct and complete copy copies of each all Material Contract has Contracts have been previously delivered made available to HorizonAcquirer. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Except for this Agreement, the Company Benefit Plans, agreements filed as exhibits to the Company SEC Documents and except as set forth on Section 3.20 of the Company Disclosure Schedule, as of the date of this Agreement, and except as disclosed by Section 3.09(a) of neither the WBKC Disclosure Schedule, neither WBKC Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, to or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):: (i) any contract relating to “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of businessSEC); (ii) any contract containing covenants Contract that limit (A) imposes any restriction on the right or ability of WBKC the Company or any of its Subsidiaries to compete in any line of business or with any Person, other person or to hire acquire or engage the services of any Person, or that involve any restriction dispose of the geographic area in which, securities of another person or method by which, WBKC (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries may carry on its business (in a material manner, other than as may be required by Law (as defined those contained in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractcustomary oil and gas leases; (iii) any contract formortgage, with respect tonote, or that contemplatesdebenture, a possible mergerindenture, consolidationsecurity agreement, reorganizationguaranty, recapitalization, joint venture, pledge or other business combination, agreement or asset sale instrument evidencing indebtedness for borrowed money or sale any guarantee of equity securities not in such indebtedness of the ordinary course of business consistent with past practice, with respect to WBKC Company or any of its Subsidiaries in an amount in excess of $50 million, except any transaction among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; (iv) any lease Contract that provides for the acquisition or disposition of real assets, rights or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement properties with a value in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor100 million; (v) any contract joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries and any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Interests; (vi) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vii) any Contract that involves total obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests not covered by a joint operating agreement or participation agreement or (B) any loan or capital contribution to, or investment in, (1) the Company or one of its wholly owned Subsidiaries, (2) any person (other than an officer, director or employee of the Company or any of its Subsidiaries) that is less than $100 million to such person or (3) any officer, director or employee of the Company or any of its Subsidiaries that is less than $5 million to such person; (viii) any Contract providing for the sale by the Company or any of its Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than 60 days or (B) contains a “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 without then or thereafter receiving full payment therefor; (ix) any Contract that provides for a call or option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, covering in excess of 15,000 barrels of oil equivalent per day of Hydrocarbons (calculated on a yearly average basis); (x) any joint development agreement, exploration agreement, participation or program agreement or similar agreement that contractually requires the Company and its Subsidiaries to make expenditures that would reasonably be expected to be in excess of $200 million in the aggregate expenditures during the 12-month period following the date of this Agreement; (xi) any acquisition Contract that contains “earn out” or receipts other contingent payment obligations, or remaining indemnity or similar obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Reports and the GOM Reserve Reports that have been provided to Parent prior to the date of this Agreement), that could reasonably be expected to result in payments after the date hereof by WBKC the Company or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers;100 million; and (vixii) any material licensing agreement lease or other contract sublease with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreementa Company Leased Real Property. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(a) of neither the WBKC Disclosure Schedule, neither WBKC Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, to or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):: (i) any contract relating to “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation SEC) (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of businessany Company Benefit Plan); (ii) any contract containing covenants Contract with any of its directors or officers (other than any Company Benefit Plan); (iii) any Contract that limit (A) imposes any material restriction on the right or ability of WBKC the Company or any of its Subsidiaries to compete in any line of business or with any Person, other Person or to hire solicit any client or engage customer or (B) following the services Closing will materially restrict the ability of any Person, Parent or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively so compete or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiariessolicit; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC material Contract with a customer that obligates the Company or its Subsidiaries during (or following the remaining term Closing, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or that contains “most favored nation” or similar covenants; (v) any Contract relating to Indebtedness (other than intercompany Indebtedness owed by the Company or any wholly owned Subsidiary to any other wholly owned Subsidiary, or by any wholly owned Subsidiary to the Company) of the agreement Company or any of its Subsidiaries having an outstanding principal amount in excess of $50,000 or having a remaining term in excess of two years50,000,000.00, other than financing leases entered into the Credit Agreement and the Company Notes and related indentures; (vi) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (vii) any Contract that provides for the acquisition or disposition, directly or indirectly, of any assets (other than acquisitions or dispositions of sale in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of any Person, and with any outstanding obligations as of the date of this Agreement, in each case with a value in excess of $10,000,000.00; (viii) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; (ix) any Contract with an affiliate or other Person that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Exchange Act; (x) any Contract (A) with any customer that is one of the Top Customers or (B) with any supplier that is one of the Top Suppliers; (xi) any Contract pursuant to which WBKC the Company or any of its Subsidiaries has purchased, licensed or sold during the twelve months prior to the date hereof, goods or services that involved payment by or to the Company and its Subsidiaries in excess of $40,000,000.00 during such period or that provides for payments in excess of such amount over the remaining term of such agreement (in each case, whether under a single agreement or a series of related agreements); (xii) any Contract pursuant to which (A) the Company or any of its Subsidiaries grants to any third party any license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property owned by the Company or any of its Subsidiaries, or (B) the Company or any of its Subsidiaries receives a license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property owned by a third party (other than generally commercially available software in object code form); and (xiii) any material Contract or any other Contract that contains “most favored nation” or similar covenant with respect to pricing terms or requires on-going reporting obligations of the Company and/or its Subsidiaries, in each case to which the Company or any of its Subsidiaries is a party and any counterparty is a Governmental Entity (or the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC counterparty has represented in writing to the Company or any of its Subsidiaries in excess of $100,000 during the remaining term that it is a prime contractor or subcontractor to a Governmental Entity). All contracts of the agreement or having a remaining term types referred to in excess of two years, excluding agreements relating clauses (i) through (xiii) above are referred to loans and deposits with Wolverine Bank customers;herein as “Company Material Contracts.” (vib) Neither the Company nor any material licensing agreement Subsidiary of the Company is in breach of or other contract with default in any respect to patentsunder the terms of any Company Material Contract and, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in breach of or default in any respect under the terms of any Company Material Contract, and including agreements with current no event has occurred or former employees, consultants, not occurred through the Company’s or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; Subsidiaries’ action or inaction or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit toCompany’s knowledge, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date hereof through the action or inaction of this Agreement. (b) With respect any third party, that with notice or the lapse of time or both would constitute a breach of or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit under the terms of any Company Material Contract, in each case except as has not had or would not reasonably be expected to each of WBKC’s have, individually or in the aggregate, a Material Contracts: Adverse Effect. Each Company Material Contract (i) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each Material Contract other party thereto, and (ii) is in full force and effect (effect, subject to iv)the Enforceability Exceptions, below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no disputes pending or, to the Company’s knowledge, threatened with respect to any Company Material Contract; (iii) , and neither WBKC the Company nor any of its Subsidiaries has repudiated or waived received any material provision written notice of the intention of any other party to a Company Material Contract to terminate for default, convenience or otherwise any Company Material Contract; (iv) , nor to WBKCthe Company’s knowledge, no other is any such party threatening to any do so, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to HorizonAdverse Effect. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. Except as expressly disclosed in Section 1(h) of the Disclosure Schedule, no Loan Party is (a) As a party to any contract which has had or could reasonably be expected to have a Material Adverse Effect or (b) in default in the performance, observance or fulfillment of any of the date obligations, covenants or conditions contained in (x) any contract to which it is a party or by which any of this Agreementits assets or properties is bound, which default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (y) any Material Contract. Except for the contracts and except as disclosed by other agreements listed in Section 3.09(a1(h) of the WBKC Disclosure Schedule, neither WBKC nor no Loan Party is party, as of the Closing Date, to any (i) employment agreements covering the management of any Loan Party, (ii) collective bargaining agreements or other labor agreements covering any employees of any Loan Party, (iii) agreements for managerial, consulting or similar services to which any Loan Party is a party or by which it is bound, (iv) agreements regarding any Loan Party, its assets or operations or any investment therein to which any of its Subsidiariesequity holders is a party, nor (v) patent licenses, trademark licenses, copyright licenses or other lease or license agreements to which any of their respective assetsLoan Party is a party, businesseseither as lessor or lessee, or operationsas licensor or licensee, (vi) distribution, marketing or supply agreements to which any Loan Party is a party, (vii) customer agreements to which any Loan Party is a party to(in each case with respect to any contract of the type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payments of more than $100,000 in the aggregate in any Fiscal Year), (viii) partnership agreements to which any Loan Party is a partner, limited liability company agreements to which any Loan Party is a member or manager, or joint venture agreements to which any Loan Party is bound or affected bya party, (ix) real estate leases, or receives benefits under (x) any other contract to which any Loan Party is a party, in each case with respect to this clause (x) the following material contracts breach, nonperformance or cancellation of which, could reasonably be expected to have a Material Adverse Effect; (collectivelyeach such contract and agreement, described in the “Material Contracts”): preceding clauses (i) any contract relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)x), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon”). (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Schedule 5.12 identifies all of the date of this Agreement, and except as disclosed following to which the ------------- Subsidiaries are parties or by Section 3.09(a) of which the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is Subsidiaries are bound or affected by, or receives benefits under the following material contracts (collectively, the “"Material Contracts”"): (i) each purchase order, agreement or commitment obligating the Subsidiaries to purchase any contract products or services and providing for an aggregate payment of $1,000 or not cancelable on 60 days notice; (ii) all agreements relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Personmoney, or to hire liability for the deferred purchase price of property or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)excluding normal and customary trade payables which are not overdue), or any contract that requires it instrument guaranteeing any indebtedness or other liability or any obligation to incur any indebtedness, including any interest rate swap or other agreement affecting or relating to interest payable by the Subsidiary under any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractforegoing agreements; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, partnership, strategic alliance or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiariessimilar arrangement; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term guarantee of the agreement in excess obligations of $50,000 the suppliers, officers, directors or having a remaining term in excess employees of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorSubsidiaries; (v) any contract that involves total aggregate expenditures or receipts by WBKC or agreement limiting, in any of its Subsidiaries in excess of $100,000 during manner, the remaining term ability of the agreement Subsidiaries to engage in any business anywhere in the world (including, without limitation, any agreements with m anufacturers or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customersretailers which contain exclusive dealing o r similar provisions); (vi) any material licensing agreement employment, consulting, management, severance or other contract similar agreement with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; orPerson; (vii) any union, collective bargaining, works council or similar agreement; or (viii) any other documentmaterial contract, agreement, commitment, understanding or instrument providing for payments to or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under from the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this AgreementSubsidiaries. (b) With respect to each of WBKC’s Material Contracts: (i) each Each Material Contract is the valid and binding obligation of the Subsidiaries, as applicable, enforceable against it in full force and effect (accordance with its respective terms, subject to ivapplicable bankruptcy, insolvency moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity). None of the Subsidiaries, below); (ii) neither WBKC nor or to the Knowledge of the LLC any of its Subsidiaries the other parties thereto, is in breach or default under (including any circumstances that would result in a breach or default with notice or lapse of time or both) any such Material Contract in any material default thereunderrespect, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any such Material Contract is in or agreed to do so. Neither the LLC nor the Subsidiaries has received any written notice of breach or default (including any written notice of circumstances that would constitute a breach or otherwise not in compliance default with any material term notice or condition lapse of time or both) or termination under any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) A true, complete and correct copy of each Material Contract, including each agreement and instrument listed on Schedule 11.3, ------------- has been provided to Cornerstone on or before the WBKC Disclosure Schedule, neither WBKC nor any Closing Date. All construction contemplated by the agreements and instruments listed on Schedule 11.3 has been completed to the satisfaction of its Subsidiaries ------------- the lender thereunder and the loans referenced therein have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customersbeen fully converted to permanent loans.

Material Contracts. (a) As Section 2.8(a) of the Seller Disclosure Letter lists, as of the date hereof, the following Contracts primarily related to or otherwise material to the operation of the Business to which Sellers or any of their Controlled Affiliates is a party and which have not been entirely fulfilled or performed as of the date hereof, except for (v) this Agreement, and except as disclosed by Section 3.09(a(w) of the WBKC Disclosure Scheduleany Benefit Plan, neither WBKC nor any of its Subsidiaries(x) Divided Commingled Contracts, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits (y) Contracts related to services to be performed under the following material contracts Transitional Services Agreement and (z) any purchase orders, invoices or other similar Contracts entered into or received in the Ordinary Course of Business (collectively, the “Material Contracts”): (i) any contract Contract relating to any incurrence, assumption or guarantee of Indebtedness for borrowed money by any Transferred Subsidiary or, with respect to the borrowing Business, Sellers or any of money their Controlled Affiliates (as applicable) in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)500,000; (ii) any contract containing covenants that limit joint venture agreement or partnership agreement or other similar Contract memorializing any joint venture or partnership between the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on Business and a “sole source” basis with another party to such contract with respect to the subject matter of such contractthird party; (iii) any contract forContract relating to the acquisition or disposition of any business, with respect to, capital stock or that contemplates, a possible other equity securities or assets of any Person (whether by merger, consolidation, reorganization, recapitalization, joint venture, consolidation or other business combination, or asset sale or sale of equity securities not in stock or other securities, sale of assets or otherwise) entered into during the ordinary course of business consistent with past practice, with respect to WBKC five (5) years or under which the Business has any of its Subsidiariescontinuing obligation; (iv) any lease of real or personal property Contract providing for total aggregate lease payments by or to WBKC the Business estimated or its Subsidiaries during the remaining term of the agreement projected by Sellers, in good faith, to be in excess of $50,000 1,000,000 per annum, or having a remaining term in excess $5,000,000 over the life of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorsuch Contract; (v) any contract Contract that involves total aggregate expenditures contains exclusivity obligations, right of first refusal or receipts by WBKC right of first offer, most favored nation obligations, “take or any of its Subsidiaries in excess of $100,000 during pay” obligations, or non-competition obligations or restrictions binding on the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customersBusiness; (vi) any material licensing agreement Contract containing covenants that (A) restrict or purport to restrict the Business (or any of the owners thereof or their respective Affiliates) from any solicitation, hiring or engagement of any Person or the solicitation of any customer or (B) limit or purport to limit the freedom of any the Business (or any of the owners thereof or their respective Affiliates) to engage in any line of business, compete with any Person or operate in any geographic areas or markets; (vii) any Contract (A) pursuant to which the Business receives from a third party a license or other contract with respect right to patentsuse any material Intellectual Property used in the Business, trademarks, copyrights, or other intellectual property, including software agreements (other than (i) shrink-wrap, click wrap, and off-the-shelf software licenses, and similar other non-exclusive licenses of uncustomized software generally that is commercially available to the publicpublic generally, with aggregate fees of $250,000 or less, and (ii) licenses for Intellectual Property used by Sellers or their Controlled Affiliates in connection with the provision of services under the Transitional Services Agreement or (B) pursuant to which material Transferred Intellectual Property is licensed to a third party other than non-exclusive licenses granted in the Ordinary Course of Business in connection with the sale or licensing of products or services of the Business; (viii) any Labor Agreement covering any Business Employees; (ix) any Contract pursuant to which the Business receives the services of independent contractors or other non-employee service providers; (x) any Contract that grants a Lien (other than a Permitted Lien) on any material Transferred Asset or material property or asset of the Transferred Subsidiaries that is not an Excluded Asset; (xi) any Contract with a Key Customer or Key Supplier; (xii) any Government Contract where the counterparty is a Governmental Authority and including agreements with current for which (x) the period of performance has not expired or former employeesterminated or (y) final payment has not yet been received as of the date hereof; (xiii) any Contract relating to the settlement or conciliation of any Litigation (A) since April 1, consultants, 2021 and providing for payment by the Business in excess of $500,000 or contractors regarding (B) pursuant to which the appropriation Business will have any outstanding obligation after the date hereof; (xiv) any Contract pursuant to which any third party sales representative or other third party representative (a “Third Party”) is appointed to promote and solicit offers for the purchase of products and services of the Business or the nondisclosure Transferred Subsidiaries in any territory outside of the United States (each, a “Foreign Sales Representative Agreement”); (xv) any Affiliate Contract; and (xvi) any Lease, any Landlord Lease and any agreement or instrument for the purchase, sale, transfer or encumbrance of any of its intellectual property; or (vii) any other documentreal property or interest therein, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under including the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this AgreementOwned Real Property. (b) With respect to each of WBKC’s Material Contracts: (i) each Each Material Contract is in full force and effect (subject and is a valid and binding agreement of a Transferred Subsidiary, Sellers or their Affiliates, as applicable, except to iv)the extent that enforceability may be limited by applicable bankruptcy, below); insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally, (ii) neither WBKC nor any of its Subsidiaries is in material default thereundera Transferred Subsidiary, Sellers or their Affiliates, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor applicable, nor, to the Knowledge of Sellers, any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract thereto is in default or otherwise not breach in compliance with any material term respect under (or condition is alleged in writing to be in default or breach in any material respect under) the terms of has provided or received any written notice of any intention to terminate, any such Material Contract, and (iii) no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder or result in a termination thereof or would cause or permit the acceleration of or other changes of or to any right or obligation or the loss of any benefit thereunder, except, in each case of clauses (i) – (iii), except as would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. To the Knowledge of Sellers, neither Sellers nor any of their Controlled Affiliates have received any written notice of the intention of any party to terminate any Material Contract; and (v) a true . Prior to the date hereof, Sellers have made available to Buyer true, correct and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) copies of the WBKC Disclosure ScheduleMaterial Contracts as of the date hereof, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures together with all material modifications and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customersamendments thereto.

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(a7.9(a) of the WBKC Clinigence Disclosure Schedule, neither WBKC nor Schedule provides a true and complete list of each of the following contracts to which Clinigence or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, or is bound or affected by, or receives benefits under the following material contracts other than this Agreement (collectively, the “Clinigence Material Contracts”): (i) any contract relating to the borrowing of money in excess of $100,000 All leases for real property used by WBKC Clinigence or any of its Subsidiaries and all leases of personal property and any Contract affecting any right, title or interest in or to real property; (ii) All Contracts with Persons who are Service Providers, and all Clinigence Plans; (iii) Any Contract involving financing or borrowing of money, or evidencing indebtedness; any liability for borrowed money; any letters of credit; any obligation for the guarantee by WBKC deferred purchase price of property in excess of $25,000; or guaranteeing in any way any Contract in connection with any Person; (iv) Any joint venture, partnership, cooperative arrangement or any other Contract involving a sharing of profits; (v) Any Contract with any Governmental Authority; (vi) Any Contract with respect to the discharge, storage or removal of effluent, waste or pollutants; (vii) Any Contract for the purchase or sale of any Assets of Clinigence or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) business or for the option or preferential rights to purchase or sell any contract containing covenants that limit the ability Assets of WBKC Clinigence or any of its Subsidiaries Subsidiaries; (viii) Any Contract containing covenants not to compete in any line of business or with any Person, or to hire or engage the services of Person in any Person, geographical area or that involve any restriction of the geographic area would otherwise result in which, or method by which, WBKC Clinigence or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13))being bound by, or subject to, any contract that requires it non-compete or other restriction on the operation or scope of its businesses, including the Clinigence Business; (ix) Any Contract related to the acquisition of a business or the equity of any other Entity or the sale of Clinigence or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter any Asset of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC Clinigence or any of its Subsidiaries; (ivx) any lease of real Any other Contract which (i) provides for payment or personal property providing for total performance by either party thereto having an aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess value of $50,000 25,000 or having a remaining term in excess of two yearsmore; (ii) is not terminable without payment or penalty on thirty (30) days (or less) notice; or (iii) is between, other than financing leases entered into in the ordinary course of business in which WBKC inter alia, Clinigence or any of its Subsidiaries is the lessorand an Affiliate thereof; (vxi) any contract that involves total aggregate expenditures or receipts by WBKC or Any proposed arrangement of a type that, if entered into, would be a Contract described in any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (viSection 7.9(a)(i) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the publicthrough 7.9(a)(x) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreementabove. (b) With respect True and complete copies of each written Clinigence Material Contract and true and complete written summaries of each oral Clinigence Material Contract (including all amendments, supplements, modifications and waivers thereto) have been provided to each of WBKC’s Material Contracts: iGambit by Clinigence. (ic) each Each Clinigence Material Contract is currently valid, in full force and effect effect, and is enforceable by Clinigence or its Subsidiaries, as applicable, in accordance with its terms. (subject to iv), below); (iid) neither WBKC Neither Clinigence nor any of its Subsidiaries is in material default, and no party has notified Clinigence or any of its Subsidiaries in writing that Clinigence or any of its Subsidiaries is in default, under any Clinigence Material Contract. No event has occurred, and no circumstance or condition exists, that might, with or without notice or lapse of time: (i) result in a violation or breach of any of the provisions of any Clinigence Material Contract; (ii) give any Person the right to declare a default thereunderor exercise any remedy under any Clinigence Material Contract; (iii) give any Person the right to accelerate the maturity or performance of any Clinigence Material Contract or to cancel, as such term terminate or concept may be defined in each modify any Clinigence Material Contract; or (iiiiv) neither WBKC otherwise have an Clinigence Material Adverse Effect in connection with any Clinigence Material Contract. (e) Neither Clinigence nor any of its Subsidiaries has repudiated or waived any material provision of its rights under any Clinigence Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (cf) Except as disclosed in Section 3.09(c) The performance of the WBKC Disclosure Schedule, neither WBKC nor Clinigence Material Contracts will not result in any violation of or failure by Clinigence or any of its Subsidiaries have entered into to comply in all material respects with any interest rate swaps, caps, floors, option agreements, futures Legal Requirement. (g) The Clinigence Material Contracts constitute all of the Contracts necessary to enable Clinigence and forward contracts, its Subsidiaries to conduct the Clinigence Business in the manner in which such Clinigence Business is currently being conducted. (h) The consummation of the Merger shall not result in Clinigence or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more any of its Subsidiaries being bound by, or their respective customerssubject to, any non-compete or other restriction on the operation or scope of its businesses, including the Clinigence Business.

Material Contracts. (a) As Section 3.16 of the Company Disclosure Letter lists, and the Company has made available to Parent prior to the date of this Agreement, true, correct and except as disclosed by Section 3.09(a) complete copies of, any of the WBKC Disclosure Schedule, neither WBKC nor following contracts (or a summary of a contract if pursuant to its terms it cannot be provided) to which the Company or any of its Subsidiariesthe Company Subsidiaries is bound, nor any in each case other than (x) a Company Benefit Plan and (y) contracts referred to in Section 3.16 (a)(i) (all of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”which are publicly available): (i) any contract relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may would be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed by the Company or any of the Company Subsidiaries as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (a “material contract” pursuant to Items 601(b)(4) or Item 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇Securities Act; (ii) that has not been filed as an exhibit tocontains covenants that limit the ability of the Company or any of the Company Subsidiaries to compete in any business or with any person or in any geographic area or distribution or sales channel, or incorporated by reference into sell, WBKC’s SEC Reports filed prior supply or distribute any service or product, in each case, that could reasonably be expected to be material to the date business of this Agreementthe Company and the Company Subsidiaries, taken as a whole; (iii) that relates to a joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation or control of any partnership or joint venture or similar entity or arrangement (other than any partnership or limited liability company operating agreement of a direct or indirect wholly-owned Company Subsidiary) or pursuant to which the Company or any of the Company Subsidiaries has an obligation (contingent or otherwise) to make a material investment in or a material extension of credit to any person; (iv) that involves any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument or contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including commodities, emissions allowances, renewable energy credits, currencies, interest rates, foreign currency and other indices, in each case, that is material to the business of the Company and the Company Subsidiaries, taken as a whole, in each case other than agreements for the purchase and sale of coal, diesel fuel and ANFO; (v) that relates to (x) indebtedness under which the Company and/or any of the Company Subsidiaries has outstanding obligations in excess of $10,000,000 or (y) conditional or similar sale arrangements in connection with which the aggregate actual or contingent obligations of the Company and the Company Subsidiaries under such contract are greater than $10,000,000; (vi) for the purchase and sale of coal under which (x) the aggregate amounts to be paid by the Company and the Company Subsidiaries over the remaining term of such contract would reasonably be expected to exceed $20,000,000 in any twelve-month period or (y) the aggregate amounts to be received by the Company and the Company Subsidiaries over the remaining term of such contract would reasonably be expected to exceed $20,000,000 in any twelve-month period; or (vii) that would or would reasonably be expected to prevent or materially delay the Company’s ability to consummate the Merger or the other Transactions. Each contract of the type described in subclauses (i) through (vii) above (in each case other than a Company Benefit Plan) is referred to herein as a “Company Material Contract.” (b) With respect to each of WBKC’s Material Contracts: (i) each Each Company Material Contract is valid and binding on the Company or the Company Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect (subject that would not reasonably be expected to iv)result, below); (ii) neither WBKC nor individually or in the aggregate, in a Material Adverse Effect on the Company. There is no default under any such Company Material Contract by the Company or any of its the Company Subsidiaries is in material or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunderthereunder by the Company or any of the Company Subsidiaries or, as such term or concept may be defined to the Knowledge of the Company, by any other party thereto, in each case except as would reasonably be expected to result, individually or in the aggregate, in a Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to HorizonAdverse Effect on the Company. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As of Except for the date of this Original Merger Agreement, the Contracts filed as exhibits to the Company SEC Reports, and except as disclosed by the Contracts listed in Subsections (i) through (xxi) of Section 3.09(a3.16(a) of the WBKC Company Disclosure Schedule, neither WBKC nor as of the Original Execution Date, none of the Company or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, to or is bound or affected by, or receives benefits under by the following material contracts (collectively, the “Material Contracts”):: (i) any contract Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to the borrowing formation, creation, operation, management or control of money any Subsidiary of the Company or any other partnership, joint venture, strategic collaboration, global affiliation or business cooperation, limited liability company or similar arrangement; (iii) any Contract involving a loan (other than accounts receivable from trade debtors in excess the ordinary course of $100,000 by WBKC business) or advance to (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made extended in the ordinary course of business), or investment in, any person or any Contract relating to the making of any such loan, advance or investment for more than US$5,000,000; (iiiv) any contract containing covenants Contract involving Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (v) any Contract (including so called take-or-pay or keep-well agreements) under which any person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than US$5,000,000, other than a Permitted Encumbrances; (vii) any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (viii) any Contract for the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that limit have a fair market value or purchase price of more than US$5,000,000 (by merger, purchase or sale of assets or stock or otherwise) entered into since December 31, 2014 or, if prior to that date, have representations, warranties or indemnities that remain in effect or as to which claims are pending; (ix) any Contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute with amount in controversy greater than US$5,000,000; (x) any Contract involving a standstill or similar arrangement; (xi) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of WBKC the Company or any of its Subsidiaries to compete in any geographic area, industry or line of business or with business; (xii) any Person, or to hire or engage Contract for the services employment of any Personsenior executive officer; (xiii) any Contract that contains a put, call or that involve any restriction of similar right pursuant to which the geographic area in which, or method by which, WBKC Company or any of its Subsidiaries may carry on its business could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than US$5,000,000; (xiv) any Contract (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13))Contracts granting Company Options, or Company RSs) giving the other party the right to terminate such Contract as a result of the Original Merger Agreement, this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any contract that requires it payment in excess of US$5,000,000 to be made by the Company or any of its Subsidiaries in any calendar year or (B) the value of the outstanding receivables due to deal exclusively or on a “sole source” basis with another party to the Company and its Subsidiaries under such contract Contract is in excess of US$5,000,000 in any calendar year; (xv) any Contract that contains restrictions with respect to the subject matter (A) payment of such contract; (iii) dividends or any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, distribution with respect to WBKC equity interests of the Company or any of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guarantee by the Company or any of its Subsidiaries; (ivxvi) any lease of real or personal property Contract providing for total aggregate lease payments (A) a license, covenant not to s▇▇ or other right granted by any Third Party under any Intellectual Property to the Company or any of its Subsidiaries, (B) a license, covenant not to WBKC s▇▇ or other right granted by the Company or any of its Subsidiaries during to any Third Party under any Intellectual Property, (C) an indemnity of any person by the remaining term Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or violation of any Intellectual Property right, or (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any person by reason of the agreement ownership, use, sale or disposition of Intellectual Property, in excess each case of $50,000 or having a remaining term in excess of two yearsclauses (A) through (D), other than financing leases agreements for off-the-shelf Software and such Contracts that are not material to business of the Group Companies, taken as a whole, and in each case of clauses (C) and (D), other than Contracts entered into by the Company and its Subsidiaries in the ordinary course of business business; (xvii) any Contract granting rights in respect of exclusivity, “most favored nation” or similar rights; (xviii) any Contract between or among the Company or any of its Subsidiaries, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves payments of more than US$5,000,000 in any one year; (xix) each Control Agreement and any other any Contract which WBKC (A) provides the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a majority of the equity interests (each, an “Operating Subsidiary”), (B) provides the Company or any of its Subsidiaries is the lessorright or option to purchase the equity interests in any Operating Subsidiary, or (C) transfers economic benefits from any Operating Subsidiary to any other Subsidiary of the Company; (vxx) any contract that involves total aggregate expenditures or receipts by WBKC Contract between the Company or any of its Subsidiaries in excess of $100,000 during the remaining term and any director or executive officer of the agreement Company or having a remaining term in excess any person beneficially owning five percent or more of two years, excluding agreements relating the outstanding Shares required to loans and deposits with Wolverine Bank customers; be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act (vi) any material licensing agreement or other contract with respect including those that would be required to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than offbe disclosed if the Form 20-the-shelf and similar software generally available to F were filed as of the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual propertyOriginal Execution Date); or (viixxi) any other documentContract which, instrument or agreement if terminated, could reasonably be expected to result in a Company Material Adverse Effect. Each such Contract described in clauses (i) to (xxi) and each such Contract that is required to would be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has a Material Contract if it had not been filed as an exhibit to, or incorporated by reference in, WBKC’s to the Company SEC Reports filed prior is referred to the date of this Agreementherein as a “Material Contract.” (b) With respect to each of WBKC’s Except as would not have, individually or in the aggregate, a Company Material ContractsAdverse Effect: (i) each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect (and enforceable against such Group Company in accordance with its terms, subject to iv), below)the Bankruptcy and Equity Exception; (ii) neither WBKC nor any to the knowledge of its Subsidiaries is in material default thereunderthe Company, as such term or concept may be defined in each Material ContractContract 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) neither WBKC nor any no Group Company and, to the knowledge of its Subsidiaries has repudiated the Company, no counterparty, is or waived any material provision of is alleged to be in breach or violation of, or default under, any Material Contract; (iv) to WBKC’s knowledgethe knowledge of the Company, no other party person intends to any Material Contract is in default or otherwise not in compliance with any material term or condition of terminate any Material Contract; and (v) none of the execution of the Original Merger Agreement, the execution of this Agreement or the consummation of any Transaction shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the rights of any Group Company under any Material Contract. The Company has furnished or made available to Parent true and complete copy copies of each all Material Contract has been previously delivered to HorizonContracts, including any amendments thereto. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Schedule 3.12 of the Seller Disclosure Letter sets forth a list of each of the following Contracts to which, as of the date of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor Company or any of its Subsidiaries, nor any of their respective assets, businesses, or operationsif any, is a party to(each, or is bound or affected by, or receives benefits under the following material contracts (collectively, the a “Company Material ContractsContract”): (i) any contract relating each Contract (A) not to (or otherwise restricting or limiting the borrowing ability of money in excess of $100,000 by WBKC the Company or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advancesSubsidiaries, contracts pertaining to fully-secured securities repurchase agreementsif any, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (iito) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, geographic area or (B) to hire or engage restrict the services of any Person, or that involve any restriction ability of the Company or any of its Subsidiaries, if any, to conduct business in any geographic area in whicharea; (ii) each Contract (other than any Company Benefit Plan) that is reasonably likely to require, or method during the remaining term of such Contract, annual payments by which, WBKC the Company or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractexceed $250,000; (iii) all Contracts granting to any contract forPerson an option or a first refusal, first offer or similar preferential right to purchase or acquire any material Company Assets; (iv) all material Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment (other than agreements with employees, non-exclusive licenses granted to the Company’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms); (v) all partnership, joint venture or other similar agreements or arrangements; (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (or a series of related agreements) with an aggregate outstanding principal amount not exceeding $1,000,000; (vii) any agreement for the disposition or acquisition by the Company or any of its Subsidiaries, if any, with respect tomaterial obligations of the Company or any of its Subsidiaries, if any, (other than confidentiality obligations) remaining to be performed or that contemplatesmaterial Liabilities of the Company or any of its Subsidiaries, a possible mergerif any, consolidationcontinuing after the date of this Agreement, reorganization, recapitalization, joint venture, of any material business or any material amount of assets other business combination, or asset sale or sale of equity securities not than in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiariesbusiness; (ivviii) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during agreement with (A) the remaining term top 10 customers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, and (B) the top 10 suppliers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, in each case, for the 2022 fiscal year measured by the aggregate obligations paid or agreed to pay to or by the Company, as applicable; (ix) any agreement in excess restricting or limiting the payment of $50,000 dividends or having a remaining term in excess the making of two yearsdistributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; (x) any Contract for the development of Intellectual Property, other than financing leases those entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is with Company employees and contractors on the lessor;Company’s standard form for such Contracts; and (vxi) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries to the extent not set forth in excess of $100,000 during the remaining term Schedule 3.12(a) of the agreement or having a remaining term in excess Seller Disclosure Letter pursuant to another subsection of two yearsthis Section 3.12(a), excluding all material agreements relating to loans and deposits with Wolverine Bank customers;any Governmental Authority. (vib) A true and complete copy of each Company Material Contract (including any material licensing agreement or other contract with respect amendments thereto) entered into prior to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally the date of this Agreement has been made available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed Buyer prior to the date of this Agreement. (b) With respect . Each Company Material Contract is a valid and binding agreement of the Company or its applicable Subsidiary, except where the failure to each of WBKC’s be valid and binding would not, individually or in the aggregate, reasonably be expected to have a Company Material Contracts: Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Material Contract neither the Company or such Subsidiary nor, to the Knowledge of the Company, any other party thereto, is in full force and effect (subject to iv)breach of or default under any such Company Material Contract, below); (ii) neither WBKC nor as of the date of this Agreement, there are no material disputes in connection with any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Company Material Contract; Contract and (iii) neither WBKC nor any as of its Subsidiaries has repudiated or waived any material provision the date of any Material Contract; (iv) to WBKC’s knowledgethis Agreement, no other party to under any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Company Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any given written notice of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, intent to terminate or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customersotherwise seek a material amendment to such Company Material Contract.

Material Contracts. (a) As Section 3.12 of the Company Disclosure Letter sets forth a list of each of the following Contracts to which, as of the date of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor Company or any of its Subsidiaries, nor any of their respective assets, businesses, or operationsif any, is a party to(each, or is bound or affected by, or receives benefits under the following material contracts (collectively, the a “Company Material ContractsContract”): (i) any contract relating each Contract (A) not to (or otherwise restricting or limiting the borrowing ability of money in excess of $100,000 by WBKC the Company or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advancesSubsidiaries, contracts pertaining to fully-secured securities repurchase agreementsif any, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (iito) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, geographic area or (B) to hire or engage restrict the services of any Person, or that involve any restriction ability of the Company or any of its Subsidiaries, if any, to conduct business in any geographic area in whicharea; (ii) each Contract (other than any under the Company’s benefit plan) that is reasonably likely to require, or method during the remaining term of such Contract, annual payments by which, WBKC the Company or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractexceed $250,000; (iii) all Contracts granting to any contract forPerson an option or a first refusal, first offer or similar preferential right to purchase or acquire any material Company Assets; (iv) all material Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment (other than agreements with employees, non-exclusive licenses granted to the Company’s or its Subsidiaries’, if any, customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms); (v) all partnership, joint venture or other similar agreements or arrangements; (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (or a series of related agreements) with an aggregate outstanding principal amount not exceeding $1,000,000; (vii) any agreement for the disposition or acquisition by the Company or any of its Subsidiaries, if any, with respect tomaterial obligations of the Company or any of its Subsidiaries, if any, (other than confidentiality obligations) remaining to be performed or that contemplatesmaterial Liabilities of the Company or any of its Subsidiaries, a possible mergerif any, consolidationcontinuing after the date of this Agreement, reorganization, recapitalization, joint venture, of any material business or any material amount of assets other business combination, or asset sale or sale of equity securities not than in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiariesbusiness; (ivviii) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during agreement with (A) the remaining term top ten (10) customers of the Company and its Subsidiaries, if any, taken as a whole, as applicable and (B) the top ten (10) suppliers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, in each case, for the 2022 fiscal year and as of September 30, 2023, measured by the aggregate obligations paid or agreed to pay to or by the Company, as applicable; (ix) any agreement in excess restricting or limiting the payment of $50,000 dividends or having a remaining term in excess the making of two yearsdistributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; (x) any Contract for the development of Intellectual Property, other than financing leases those entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is with Company employees and contractors on the lessor;Company’s standard form for such Contracts; and (vxi) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries to the extent not set forth in excess of $100,000 during the remaining term Section 3.12(a) of the agreement or having a remaining term in excess Company Disclosure Letter pursuant to another subsection of two yearsthis Section 3.12(a), excluding all material agreements relating to loans and deposits with Wolverine Bank customers;any Governmental Authority. (vib) any material licensing Each Company Material Contract is a valid and binding agreement of the Company or other contract with respect its applicable Subsidiary, if any, except where the failure to patentsbe valid and binding would not, trademarksindividually or in the aggregate, copyrightsreasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or other intellectual propertyin the aggregate, including software agreements reasonably be expected to have a Company Material Adverse Effect, (other than off-the-shelf and similar software generally available i) neither the Company or such Subsidiary, if any, nor, to the public) and including agreements with current or former employeesKnowledge of the Company, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other documentparty thereto, instrument is in breach of or agreement that is required to be filed default under any such Company Material Contract, (ii) as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect to each of WBKC’s Material Contracts: (i) each , there are no material disputes in connection with any such Company Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any as of its Subsidiaries has repudiated or waived any material provision the date of any Material Contract; (iv) to WBKC’s knowledgethis Agreement, no other party to under any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Company Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any given written notice of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, intent to terminate or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customersotherwise seek a material amendment to such Company Material Contract.

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(aSchedules 2.15(a)(i) through (xvi) of the WBKC Seller Disclosure Schedule, neither WBKC nor Letter set forth a complete and accurate list of all Contracts to which the Company or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, or to which the Company or its Subsidiaries or the Business is otherwise bound or affected by, or receives benefits under that fall into the following material contracts categories (collectively, the “Material Contracts”): (i) any contract relating Contract (A) with a Significant Customer pursuant to which the borrowing of money in excess of $100,000 by WBKC Company or any of its Subsidiaries has received cumulative revenue in excess of $15,000,000 in fiscal year 2019; or (B) with a Significant Supplier pursuant to which the guarantee by WBKC Company or any of its Subsidiaries has cumulative expenditures in excess of any such obligation $15,000,000 in fiscal year 2019 (other than FHLB of Indianapolis advancescollectively under (A) and (B), contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business“Material Commercial Contracts”); (ii) any contract containing covenants Contract (other than a Company Employee Plan, a Material Commercial Contract or a Contract that limit is a lease) providing for payments by or to the ability of WBKC Company or any of its Subsidiaries to compete in any line of business (or with any Person, or to hire or engage under which the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC Company or any of its Subsidiaries may carry on its business has made or received such payments) in fiscal year 2019 in an annual aggregate amount of $15,000,000 or more, and in the case of a Contract that is a lease, in an annual aggregate amount of $1,000,000 or more; (iii) (A) any joint venture Contract, (B) any Contract that involves a sharing of revenues, profits, cash flows, expenses or losses with other than as may be required Persons and (C) any Contract that involves the payment by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it the Company or any of its Subsidiaries of royalties to deal exclusively or on a “sole source” basis with another party to such contract any other Person, other than Contracts with respect to the subject matter of such contractGenerally Available Software; (iiiiv) any contract for, written Contract with respect to, any labor union or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, any collective bargaining agreement or similar Contract with its employees; (v) any Contract (A) pursuant to which any other business combination, party is granted exclusive rights or asset sale “most favored party” rights of any type or sale of equity securities not in the ordinary course of business consistent with past practice, scope with respect to WBKC any of the Company Products or material Company-Owned Intellectual Property; (B) that materially limits or purports to materially limit the ability of the Company or any of its Subsidiaries, or, upon the consummation of the Transactions, Parent or any Subsidiary of Parent, to compete with any Person, in any line of business, market or field, or develop, sell, supply, manufacture, market, distribute, or support any material product or service, or to make use of any material Company-Owned Intellectual Property including any grants by the Company or its Subsidiaries of exclusive rights or licenses, in each case, in any geographic area or during any period of time; and (C) containing any “take or pay,” minimum commitments or similar provisions; (vi) any standstill or similar agreement containing provisions prohibiting a Third Party from purchasing Equity Interests of the Company or its Subsidiaries or, in each case, the assets of the Company or its Subsidiaries or otherwise seeking to influence or exercise control over the Company or any of its Subsidiaries; (ivvii) all Contracts under which any lease of real material Intellectual Property is licensed, assigned or personal property providing for total aggregate lease payments by or transferred to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC Company or any of its Subsidiaries is by a Third Party, other than (A) Contracts for the lessorlicense or sale of Company Products or Intellectual Property in the Ordinary Course, (B) Contracts for the in-license of Generally Available Software or Open Source Materials, (C) permitted use rights to confidential information in nondisclosure agreements granting a limited right to use confidential information subject to customary protections to preserve confidentiality and proprietary rights and entered into in the Ordinary Course, and (D) employee invention assignment agreements and consulting agreements with Authors on the Company’s or any of its Subsidiaries’ standard form of agreement, copies of which have been provided to Parent, or a substantially similar agreement (the “Material IP Contracts”); (vviii) any contract that involves total aggregate expenditures Contract pursuant to which any material Company-Owned Intellectual Property is licensed (whether or receipts not such license is currently exercisable), sold, assigned or otherwise conveyed or provided to a Third Party by WBKC the Company or any of its Subsidiaries, or pursuant to which the Company or any of its Subsidiaries has agreed not to enforce any material Company-Owned Intellectual Property against any Third Party, in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two yearseach case, excluding agreements relating to loans and deposits with Wolverine Bank customers; (viA) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or Contracts for the account license or sale of one Company Products or more of its Subsidiaries or their respective customers.Intellectual Property in the Ordinary Course,

Material Contracts. (a) As of Except for Contracts or commitments disclosed in Schedule 3.12, the date of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Company is not a party to or subject to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):: (i) any contract relating to the borrowing of money in excess lease, rental, conditional sale or similar Contract providing for annual rentals of $100,000 by WBKC 10,000 or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)more; (ii) any contract containing covenants that limit Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or the ability deferred purchase price of WBKC property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of its Subsidiaries business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person, Person or to hire in any geographic area or engage which would so limit the services of any Person, or that involve any restriction freedom of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to Company after the subject matter of such contractClosing Date; (iiix) any contract forContract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not than in the ordinary course of business consistent with past practicepractices, with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease in each case involving payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 10,000 or having a remaining term as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of two years, $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other than financing leases entered into Person; or (xiii) any other Contract or commitment not made in the ordinary course of business in which WBKC or any of its Subsidiaries that is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this AgreementCompany. (b) With respect Each Contract and commitment required to each be disclosed in Schedule 3.12 is a valid and binding agreement of WBKC’s Material Contracts: (i) each Material Contract the Company, is in full force and effect (effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to iv)applicable bankruptcy, below); (ii) neither WBKC nor any insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) equity. Except as disclosed in Section 3.09(c) on Schedule 3.12, neither the Company nor, to the Knowledge of the WBKC Disclosure ScheduleCompany, neither WBKC nor any other party thereto is in breach of its Subsidiaries have entered into or default in any interest rate swaps, caps, floors, option agreements, futures and forward contractsmaterial respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or other similar risk management arrangementsdefault under, whether entered into for WBKC’s own account any Contract or for commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the account aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of one time or more giving of its Subsidiaries notice or their respective customersboth, would constitute such a breach or default.

Material Contracts. (a) As Section 5.14(a) of the Company Disclosure Letter lists each of the following Contracts, whether written or oral, to which the Company or any of its Subsidiaries is a party or by which it is bound as of the date of this AgreementAgreement (each such Contract listed or required to be so listed, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Company Material ContractsContract”): (i) any contract relating Contract or series of related Contracts (other than the Employee Plans) for the purchase, receipt, lease or use of materials, supplies, goods, services, equipment or other assets involving payments by or to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC Company or any of its Subsidiaries of any such obligation (other more than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings $100,000 on an annual basis or guarantees made $250,000 in the ordinary course of business)aggregate; (ii) any contract containing covenants material sales agency, sales representation, distributorship or franchise agreement; (iii) any Contract or series of related Contracts (other than any Contract with respect to Leased Real Property) involving payments by or to the Company or any of its Subsidiaries of more than $100,000 on an annual basis or $250,000 in the aggregate that limit requires the ability consent of WBKC or notice to a third party in the event of or with respect to the Offer, the Merger or the other transactions contemplated hereby, including in order to avoid a breach or termination of, a loss of benefit under, or triggering a price adjustment, right of renegotiation or other remedy under, any such agreement; (iv) any Contract for Indebtedness, whether as borrower, lender or guarantor, in a principal amount greater than $50,000; (v) any Contract restricting the payment of dividends on Company Capital Stock or the repurchase of Company Capital Stock by the Company; (vi) any collective bargaining agreements; (vii) any material joint venture, profit sharing, partnership agreements or other similar agreements; (viii) any Contracts or series of related Contracts relating to the acquisition or disposition of any business or of all or substantially all the securities or assets of any Person (in each case, whether by merger, sale of stock, sale of assets or otherwise); (ix) any Contract with a Governmental Authority; (x) all leases or subleases for real property involving annual expense in excess of $50,000 and not cancelable by the Company (without premium or penalty) within 12 months (each, a “Material Real Property Lease”); (xi) all leases or subleases for personal property involving annual expense in excess of $100,000 and not cancelable by the Company (without premium or penalty) within 12 months; (xii) all Contracts granting any license to Intellectual Property (other than trade and service marks by the Company or any of its Subsidiaries) having an aggregate value per license, or involving payments to the Company or any of its Subsidiaries, of more than $100,000 on an annual basis; (xiii) any Contract that (A) limits the freedom of the Company or any of its Subsidiaries to engage or compete in any line of business or with any Person, Person or to hire or engage the services of in any Person, or that involve any restriction of the geographic area in whichor which would so limit the freedom of Parent, the Company or method by whichany of their respective Affiliates after the Effective Time or (B) contains exclusivity, WBKC “most favored nation,” “rights of first refusal,” “rights of first negotiation” or similar obligations or restrictions that are binding on the Company or any of its Subsidiaries may carry or that would be binding on Parent or its business Affiliates after the Effective Time; (other than as may be required xiv) all agreements by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it the Company or any of its Subsidiaries not to deal exclusively acquire assets or on securities of a “sole source” basis with another third party to such contract with respect to the subject matter of such contract(including standstill agreements); (iiixv) any contract formaterial Contract (including Material Real Property Leases, with respect tobut excluding other Real Property Leases) providing for the indemnification by the Company or any of its Subsidiaries of any Person, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not than in the ordinary course of business consistent business; (xvi) any material Contracts (other than the Employee Plans) or other transactions (other than the Employee Plans) with past practice, with respect to WBKC any (A) executive officer or director of the Company or any of its Subsidiaries; , (ivB) any lease record or beneficial owner of real five percent or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term more of the agreement in excess voting securities of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrightsCompany, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the publicC) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report affiliate (as such term is defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K Rule 12b-2 promulgated under the ▇▇▇▇ ▇▇▇) that or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) of any such officer, director or beneficial owner; and (xvii) any other Contract required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K of the SEC or disclosed by the Company on a Current Report on Form 8-K. (b) The Company has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect Agreement made available to Parent complete and accurate copies of each of WBKC’s Material Contracts: (i) each Company Material Contract listed, or required to be listed, in Section 5.14(a) of the Company Disclosure Letter (including all amendments, modifications, extensions and renewals thereto and waivers thereunder). Each of the Company Material Contracts is valid and binding on the Company or its Subsidiaries, as applicable, and to the knowledge of the Company, each other party thereto, and in full force and effect in accordance with its terms (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and subject to ivapplicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), belowexcept where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and no notice to terminate, in whole or part, any of the same has been served (nor has there been any indication in writing delivered to the Company that any such notice of termination will be served); (ii) neither WBKC . Neither the Company nor any of its Subsidiaries is in material default thereundernor, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor to the knowledge of the Company, any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Company Material Contract is in default or otherwise not in compliance with any material term or condition breach under the terms of any Material Contract; and (v) a true and complete copy of each Company Material Contract has been previously delivered except for such instances of default or breach that would not be reasonably likely to Horizonhave, individually or in the aggregate, a Material Adverse Effect on the Company. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As of Except as filed as exhibits to the Company SEC Documents prior to the date of this Agreement, and except as disclosed by Section 3.09(a) none of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”): (i) any contract relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC Company or any of its Subsidiaries is a party to or bound by any contract that, as of the lessor;date hereof: (vi) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having is a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any “material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report contract” (as such term is defined in Section 3.36) (pursuant to Items 601(b)(4) or Item 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇Securities Act); (ii) that has not been filed as an exhibit tocalls for aggregate payments by the Company or any of its Subsidiaries under such contract of more than $12,000,000 over the remaining term of such contract; (iii) calls for annual aggregate payments by the Company or any of its Subsidiaries under such contract of more than $5,000,000 over the remaining term of such contract; (iv) contains any non-compete or exclusivity provisions binding on the Company or any of its Subsidiaries with respect to any line of business or geographic area with respect to the Company or any of its Subsidiaries, or incorporated that restricts the conduct of any line of business by reference inthe Company or any of its Subsidiaries or any geographic area in which the Company or any of its Subsidiary may conduct business; (v) creates any (x) material partnership, WBKC’s SEC Reports filed prior limited liability company agreement, joint venture or other similar agreement entered into with any third party or (y) management, operating, franchise, license or other similar agreement entered into with any third party; (vi) provides for the purchase, sale or exchange of, or option to purchase, sell or exchange any real property of the date Company or any of its Subsidiaries; (vii) is a contract or agreement pursuant to which the Company or any of its Subsidiaries agrees to indemnify or hold harmless any director or executive officer of the Company or any of its Subsidiaries (other than the organizational documents for the Company or its Subsidiaries); (viii) is a material loan agreement, guaranty, letter of credit, indenture, note, bond, debenture, mortgage or any other agreement or instrument evidencing a capitalized leased obligation or other indebtedness of, or for the benefit of, the Company or any Subsidiary or any guaranty thereof; or (ix) is an interest rate cap, interest rate collar, interest rate swap, currency hedging transaction or any other similar agreement to which the Company or any of its Subsidiaries is a party. Each contract of the type described in this AgreementSection 4.18(a), whether or not set forth in Item 4.18 of the Company Letter, is referred to herein as a “Material Contract.” (b) With respect to each of WBKC’s Material Contracts: (i) each Each Material Contract is valid and binding, in full force and effect all material respects, on the Company and/or each of its Subsidiaries party thereto, and, to the Knowledge of the Company, each other party thereto. (subject to iv), below); (iic) neither WBKC Neither the Company nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of under any Material Contract; (iv) to WBKC’s knowledgeContract and no event or circumstance, no other party with or without notice or the passage of time, has occurred pursuant to any Material Contract is which would result in a default or otherwise not in compliance with any material term acceleration of payment, or condition forfeiture of any rights, except as would not (i) prevent or materially delay the consummation of the Merger, the Parent Asset Purchase or the Arizona Asset Purchase and the other transactions contemplated by this Agreement or (ii) result in a Material Contract; and (v) a true and complete copy Adverse Effect on the Company. To the Knowledge of each the Company, no counterparty of the Company or any of its Subsidiaries, as applicable, under any Material Contract has been previously delivered failed to Horizonperform its material obligations thereunder when required to be so performed and each is current in its material obligations to the Company or its Subsidiaries, as applicable, thereunder. (cd) Except as disclosed Prior to the date hereof, the Company has made available true, correct and complete copies of all agreements described in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers4.18(a).

Material Contracts. (ai) As Except for Contracts (including all amendments and modifications thereto) filed as exhibits to the Company Reports as of the date of this Agreement, and except any Benefit Plan, or as disclosed by set forth in Section 3.09(a5.1(k)(i) of the WBKC Company Disclosure Schedule, as of the date of this Agreement, neither WBKC the Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party toto or bound by any Contract (a Contract described by clauses (A) through (M) of this Section 5.1(k)(i), including Contracts and all amendments and modifications thereto filed or is bound or affected byrequired to be filed as exhibits to the Company Reports, or receives benefits under the following material contracts (collectively, the being hereinafter referred to as a “Material ContractsContract”): (iA) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (B) that contains any contract relating (x) noncompete or exclusivity provisions to which the borrowing of money in excess of $100,000 by WBKC Company or any of its Subsidiaries or is subject that would, after the guarantee by WBKC Effective Time, materially restrict the ability of Parent or any of its Subsidiaries of any such obligation (other than FHLB the Company or any of Indianapolis advancesits Subsidiaries) to compete in any line of business or geographic area, contracts pertaining to fully-secured securities repurchase agreements(y) most favored customer pricing or any other similar pricing restrictions in favor of a customer of the Company or any of its Subsidiaries who, trade payablesin the year ended December 31, bankers’ acceptances2021, was one of the ten (10) largest sources of revenues for the Company and contracts relating to borrowings its Subsidiaries, based on amounts paid or guarantees made payable (excluding any purchase orders entered into in the ordinary course of business); (iiC) that provides for a material partnership, joint venture, collaboration or similar material arrangement; (D) that is (x) an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing Indebtedness of any contract containing covenants Person in excess of $5 million except for any Contract solely among or between the Company and any of its wholly owned Subsidiaries or (y) hedging, derivative, swaps or other similar Contract; (E) that limit relates to the ability acquisition or disposition of WBKC any Person, business, assets or real property (whether by merger, sale of stock, sale of assets or otherwise) and includes a minimum purchase, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries; (F) that is a Real Property Lease for a property with square footage in excess of 100,000 square feet; (G) that is a settlement agreement that (x) requires payment by the Company or any of its Subsidiaries to compete after the date hereof in any line excess of business $1 million or with any Person, (y) imposes non-monetary obligations or to hire or engage restrictions on the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC Company or any of its Subsidiaries may carry on after the date of this Agreement which obligations or restrictions would apply to Parent or its business Affiliates (other than as may be required by Law (as defined in Section 3.05(a)including the Company and its Subsidiaries) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to following the subject matter of such contractClosing; (iiiH) relating to the pending acquisition or disposition of any contract forPerson, with respect tobusiness, assets or that contemplates, a possible real property (whether by merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course stock, sale of business consistent with past practice, with respect to WBKC assets or any of its Subsidiaries; (ivotherwise) any lease of real or personal property providing for total having an aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement purchase price in excess of $50,000 25 million; (I) relating to (x) the licensing of Intellectual Property Rights by the Company (whether as licensee or having licensor) that is material to the Company and its Subsidiaries, taken as a remaining term whole or (y) the development of any material Intellectual Property Rights owned or used by the Company (in excess of two yearseach case, other than financing leases excluding (1) non-exclusive licenses for unmodified, commercial off the shelf computer software, (2) non-exclusive licenses entered into in the ordinary course of business in which WBKC business, and (3) agreements with employees or independent contractors on the Company’s standard form of agreement); (J) with any customer of the Company or any of its Subsidiaries is who, in the lessor;year ended December 31, 2021 was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business); or (vK) with any contract that involves total aggregate expenditures or receipts by WBKC vendor of the Company or any of its Subsidiaries who, in excess of $100,000 during the remaining term year ended December 31, 2021, was one of the agreement ten (10) largest sources of payment obligations for the Company and its Subsidiaries, based on amounts paid or having a remaining term payable (excluding any purchase orders entered into in excess the ordinary course of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers;business). (viii) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally The Company has made available to Parent prior to the public) date of this Agreement accurate and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure complete copies of any of its intellectual property; or (vii) any other document, instrument or agreement that is all written Material Contracts required to be filed as an exhibit to any WBKC SEC Report (as defined identified in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(105.1(k)(i) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed Company Disclosure Schedule, including all amendments thereto, as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to in effect as of the date of this Agreement. (biii) With respect As of the date of this Agreement, except as has not had, and would not reasonably be expected to each of WBKC’s have, individually or in the aggregate, a Material Contracts: (i) Adverse Effect, each Material Contract is a valid and binding agreement of the Company or any of its Subsidiaries party thereto, enforceable against the Company or any of its Subsidiaries and, to the Knowledge of the Company, each other party thereto in accordance with its terms, and is in full force and effect effect, subject in each case to the Bankruptcy and Equity Exception (and subject to ivthe termination or expiration of any such Material Contract after the date of this Agreement in accordance with its terms). Except as has not had, below); (ii) and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither WBKC the Company nor any of its Subsidiaries is in material default thereunderSubsidiaries, and, to the Knowledge of the Company, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision the date of any Material Contract; (iv) to WBKC’s knowledgethis Agreement, no other party thereto, is (or with or without notice or lapse of time would be) in default or breach under the terms of any such Material Contract and no event has occurred (with respect to defaults or breaches by any other party thereto, to the Knowledge of the Company, as of the date of this Agreement) that (with or without notice or lapse of time) will, or would reasonably be expected to, (A) constitute such a violation or breach, (B) give any Person the right to accelerate the maturity or performance of any Material Contract is or (C) give any Person the right to cancel, terminate or modify in default or otherwise not in compliance with any material term or condition of a manner adverse to the Company any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Section 3.13(a) of the Vowel Disclosure Schedule sets forth each of the following Contracts presently in effect, to which Vowel or any Subsidiary of Vowel is a party or is bound by as of the date hereof (organized in subsections corresponding to the subsections of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”3.13(a)): (i) Contracts for money borrowed, and any contract relating to the borrowing of money in excess of $100,000 by WBKC related security agreements and collateral documents (including any agreements for any commitment for future loans, credit or financing evidencing, or with respect to, Indebtedness) or any guarantees of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)foregoing; (ii) any contract containing covenants that limit the ability of WBKC Contract entered into by Vowel or any Subsidiary involving payment after the date of its Subsidiaries to compete in any line of business or with any Person, this Agreement by or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC Vowel or any Subsidiary of its Subsidiaries may carry on its business (other than as may be required by Law (as defined Vowel of an aggregate of at least $100,000 per annum or an aggregate of $250,000 in Section 3.05(a)) total that is not terminable upon notice of 30 days or less without penalty, cost or Liability to Vowel or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any Subsidiary of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractVowel; (iii) any contract forContract with the Vowel Material Customers and the Vowel Material Vendors; (iv) any Contract relating to the lease, with respect toas lessee or lessor, or that contemplateslicense, as licensee or licensor, of (x) any real property or (y) any other property (tangible or intangible) which, solely in the case of clause (y) provides for a possible mergerfuture Liability or receivable, consolidationas the case may be, reorganization, recapitalization, in excess of $100,000; (v) Contracts relating to any joint venture, strategic alliance, partnership agreements or profit sharing agreements; (vi) Contracts that would restrain Vowel or any Subsidiary of Vowel, or any Affiliate of Vowel, from engaging or competing in any business; (vii) Contracts containing a “most favored nations” pricing or commercial terms or other business combinationsimilar terms in favor of any Person, other than School Contracts; (viii) any material Contracts with any Governmental Authority, other than School Contracts; (ix) any employment, consulting or asset sale similar Contracts (A) with any member of the Vowel Board (or sale similar governing body) or any Subsidiary of equity securities Vowel, (B) with any executive officer of Vowel or any Subsidiary of Vowel, (C) with any other Employee of Vowel or any Subsidiary of Vowel, other than, in the case of this clause (C), those Contracts terminable by Vowel or any Subsidiary of Vowel, as the case may be, on no more than 30 days notice without Liability or financial obligations to Vowel or any Subsidiary or (D) which provide for severance, retention, change in control or other similar payments; (x) any collective bargaining agreement or other Contract with any labor union, trade union, works council or other employee organization; (xi) any Contract with any Affiliates (other than Vowel and its Subsidiaries); (xii) Contracts under which Vowel or any of its Subsidiaries has advanced or loaned any amount to any of its directors and Employees; (xiii) any Contract to provide source code into any escrow or to any Person (under any circumstances) for any product or technology or under which Vowel or any of its Subsidiaries agrees to encumber, not assert, transfer or sell rights in or with respect to any Intellectual Property; (xiv) any Contract which provides for the development of any Intellectual Property, independently or jointly, by or for Vowel or any of its Subsidiaries, except any such Contracts entered into in the ordinary course of business consistent with past practice; (xv) any Contract pursuant to which Vowel or any of its Subsidiaries has acquired a business or entity, with respect or assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise, or any contract pursuant to WBKC which it has any ownership interest or has agreed to purchase any ownership interest in any other Person (other than its Subsidiaries); (xvi) any material Contract entered into outside of the ordinary course of business; (xvii) any power of attorney given by Vowel or any of its Subsidiaries; (ivxviii) any lease Contract under which Vowel or any of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during has received or granted a license relating to any Intellectual Property that is material to the remaining term business of the agreement in excess of $50,000 or having Vowel and its Subsidiaries, taken as a remaining term in excess of two yearswhole, other than financing leases non-exclusive licenses extended to customers, clients or other resellers in the ordinary course of business and other non-exclusive licenses for generally commercial off-the-shelf software programs; (xix) any Contract providing for indemnification by Vowel or any of its Subsidiaries, other than School Contracts and Contracts entered into in the ordinary course of business in which WBKC with respect to the purchase, sale, lease or license of any of its Subsidiaries is the lessorequipment, inventory, products, services, software or other property (whether real or personal, tangible or intangible); (vxx) any contract that involves total aggregate expenditures settlement, conciliation or receipts by WBKC or any similar Contract, the performance of its Subsidiaries which will involve payment after the Closing Date in excess of $100,000 during 100,000; (xxi) Contracts relating to (x) the remaining term future disposition or acquisition (including any sale, lease, exchange, mortgage, or transfer) of any material assets or properties or (y) the agreement disposition or having a remaining term acquisition since January 1, 2008 (including any sale, lease, exchange, mortgage, or transfer) of any material assets or properties except inventory disposed of in the ordinary course of business; (xxii) Contracts under which Vowel or any Subsidiary of Vowel, as the case may be, has made or agreed to make any advance, loan, extension of credit, capital contribution or other investment in any Person (other than Vowel or any Subsidiary of Vowel, as the case may be) in excess of two years, excluding agreements relating $25,000 to loans and deposits with Wolverine Bank customersany one Person or $100,000 in the aggregate; (vixxiii) any material licensing agreement Contract with any investment banker, broker, advisor or other contract similar party retained by Vowel or any stockholder in connection with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements the transactions contemplated by this Agreement; (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (viixxiv) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report “material contract” (as defined in Section 3.36) (pursuant to Items 601(b)(4) or within the meaning of Item 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇Securities Act and the Exchange Act) that has not been filed as an exhibit towith respect to Vowel and its Subsidiaries, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date extent not covered or included in any other provision of this Agreement. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to ivSection 3.13(a), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.;

Material Contracts. (a) As of the date of this Agreement, and except as disclosed by Section 3.09(a3.10(a) of the WBKC Disclosure ScheduleSchedules sets forth a correct and complete list of each of the following Contracts (or a description thereof, neither WBKC nor in the case of oral Contracts) to which the Corporation or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party toor by which any of them or their properties, rights or is assets are bound or affected by, or receives benefits under and which are in effect on the following material contracts (collectively, the “Material Contracts”):Effective Date: (i) any contract relating Contract that is or is reasonably likely to require expenditures (including capital expenditures) or payments to or from the borrowing Corporation or any of money its Subsidiaries in excess of $100,000 50,000, individually or in the aggregate, in any calendar year, other than those that can be terminated without premium or penalty by WBKC the Corporation or its Subsidiaries upon not more than one hundred and twenty (120) days’ notice; (ii) all Contracts involving any material resolution or settlement of any actual or threatened, in writing, litigation, arbitration, claim or other dispute; (iii) all Contracts which contain restrictions with respect to the payment of dividends or any other distribution in respect of the Equity Interests of the Corporation or any of its Subsidiaries; (iv) all Contracts pursuant to which the Corporation or any of its Subsidiaries has an obligation to make an investment in or loan to any Person, in each case, other than in the ordinary course of the origination or loan servicing businesses of the Corporation or any of its Subsidiaries consistent with past practice; (v) any Contract under which the Corporation or any of its Subsidiaries is obligated to sell or lease as lessor real or personal property having a value in excess of $50,000 in any single given annual period; (vi) any Contract that contains a covenant not to compete applicable to the Corporation or any of its Subsidiaries or any of their Affiliates by virtue of such affiliation or that binds the guarantee Corporation or any of its Subsidiaries to any exclusive business arrangements or licenses; (vii) any Contract granting a customer of the Corporation or any of its Subsidiaries “most favored nation” or similar terms (whether in respect of pricing or otherwise); (viii) any management, distributor, consultant, representative, financial advisory, broker or similar type of Contract and any Contract with any investment or commercial bank, that is not terminable by WBKC the Corporation or any of its Subsidiaries at will and without liability; (ix) any joint venture, partnership, strategic alliance or teaming Contract or other similar co-ownership or joint management agreements involving a sharing of profits, losses, costs or liabilities by the Corporation or any of its Subsidiaries with any Person (other than the Corporation or any of its Subsidiaries); (x) any Contract under which the Corporation or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) (x) indebtedness for borrowed money, including, without limitation Warehouse Facilities and/or any financing arrangements with respect to the Servicing Rights and Servicing Advances of the Corporation or any of its Subsidiaries (“Existing Financing Facilities”), or (y) other Indebtedness which, individually or in the aggregate, exceeds $50,000, (B) granted a Lien on its assets, whether tangible or intangible, to secure Indebtedness or (C) extended credit to any Person; (xi) any Affiliate Contract and any Contract between any Seller or its Related Persons, on the one hand, and any Employee, on the other hand; (xii) any collective bargaining, labor or similar Contract and any Contract between the Corporation or any of its Subsidiaries and any Professional Employer Organization; (xiii) any Contract related to Intellectual Property used in the operation of the Corporation’s or any Subsidiary’s business, other than unmodified, commercially available, off-the-shelf, shrink-wrap, click-wrap or non-exclusive software licenses with an aggregate value of less than $100,000; (xiv) any Contract with any Agency or Governmental Entity (whether as prime contractor, subcontractor or otherwise), including any performance bonds or similar arrangements related thereto; (xv) any stock purchase, asset purchase, merger, consolidation or other acquisition or divestiture agreement relating to the acquisition, lease, license, disposition or consolidation by the Corporation or any of its Subsidiaries of any such obligation assets (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business); (ii) any contract containing covenants that limit the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice), with respect to WBKC properties, rights or any capital stock or other Equity Interests of its Subsidiaries; any Person (ivx) any lease of real or personal property providing for total aggregate lease payments by any indemnification, guaranty or to WBKC or its Subsidiaries during the remaining term surety obligation of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC Corporation or any of its Subsidiaries is the lessor; or (vy) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries with a fair market value in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers50,000; (vixvi) any material licensing agreement stockholders’ or other contract with respect to patents, trademarks, copyrightssimilar Contract, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available Contract relating to the public) and including agreements with current establishment, management or former employees, consultants, or contractors regarding the appropriation or the nondisclosure control of any of its intellectual property; orjoint venture or strategic alliance; (viixvii) any other document, instrument or agreement that is Servicing Agreement; (xviii) any Contract the termination of which would reasonably be expected to have a Material Adverse Effect; and (xix) any outstanding written commitment to enter into any Contract of the type described in subsection (i) through (xviii) of this Section 3.10(a). All Contracts set forth in Section 3.10(a) of the Disclosure Schedules and any Contract required to be filed set forth therein, but omitted therefrom are referred to herein as an exhibit “Material Contracts.” The Corporation has made available to Buyer a correct and complete copy of each Material Contract (including any WBKC SEC Report (as defined in Section 3.36and all amendments and other modifications to such Contract) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this AgreementEffective Date. (b) With respect to each Except as set forth in Section 3.10(b) of WBKC’s Material Contracts: the Disclosure Schedules, (i) each Material Contract is in full force and effect and is the legal, valid and binding obligation of the Corporation or its Subsidiary, as applicable, and is enforceable against the Corporation or its Subsidiary, as applicable, in accordance with its terms, and, to the Knowledge of the Corporation, is the legal, valid and binding obligation of the other parties thereto (subject to ivthe “Other Parties”), below); and (ii) neither WBKC the Corporation nor any of its Subsidiaries or, to the Knowledge of the Corporation, any of the Other Parties to any Material Contract is, or is alleged to be, in material breach, violation or default, and, to the Knowledge of the Corporation, no event has occurred which with notice or lapse of time or both would constitute a breach, violation or default thereunderby any such party, as or permit termination, modification or acceleration by the Other Parties, under such term or concept may be defined in each Material Contract; . (iiic) neither WBKC Neither the Corporation nor any of its Subsidiaries has repudiated or waived any material provision of right it may have under any Material Contract; . No party has provided any written or oral notice of any intention to terminate, modify or accelerate any Material Contract. (ivd) to WBKC’s knowledge, no No consent of any other party to any Material Contract is required in default or otherwise not in compliance connection with any material term or condition the performance of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizonthis Agreement. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. Schedule 3.1.7 sets forth a complete and accurate list of all the following Contracts (aother than any such Contracts identified in other Schedules) As in effect to which either of the Companies is a party and under which such Company has any material obligations or liabilities continuing as of the date hereof (including, in the case of this Agreement(B), and except as disclosed by Section 3.09(a) of far as it relates to the WBKC Disclosure ScheduleFlagship Business, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, Contracts to which CGG or operations, a CGG Flagship Affiliate is a party to, and under which such CGG Flagship Affiliate has any material obligations or is bound or affected by, or receives benefits under liabilities continuing as of the following material contracts (collectively, the “Material Contracts”):date hereof) : (iA) any contract loan agreements, security agreements and other written arrangements relating to the borrowing of money in excess or for lines of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation credit (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, intercompany loans and contracts relating to borrowings or guarantees made in the ordinary course of businessindebtedness); (iiB) agreements and other arrangements with customers providing for (x) the installation, configuration and maintenance during standard warranty periods of any contract containing covenants computer software products licensed to third parties ("Licensing Agreements"), or (y) the servicing or maintenance of any computer software products licensed to a third party pursuant to a Licensing Agreement following the expiration of the standard warranty period (it being agreed that limit a Contract shall be deemed to be a Licensing Agreement hereunder only if a Company has any continuing obligations thereunder to deliver, install, configure or maintain during standard warranty periods any computer software products licensed to third parties); (C) agreements and other arrangements for the ability sale of WBKC any assets or properties (other than inventory) and for a sale price in excess of US$ 100,000 in any one case or for the grant of its Subsidiaries any options or preferential rights to compete purchase any assets (other than inventory); (D) guarantees or similar written arrangements pursuant to which either of the Companies guarantees the obligations of any third party; (E) contracts or commitments restricting either of the Companies from engaging in or competing in any line of business or with any other Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iiiF) any contract for, with respect to, partnership or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiariesventure agreements; (ivG) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term agreements in respect of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorLeased Real Properties; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement. (b) With respect to each of WBKC’s Material Contracts: (i) each Material Contract is in full force and effect (subject to iv), below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (ai) As Except as set forth in Section 6.1(k)(i) of the Company Disclosure Letter, as of the date of this Agreement, and except as disclosed neither the Company nor its Subsidiaries is a party to or bound by Section 3.09(aany Contract: (A) that restricts in any respect the ability of the WBKC Disclosure ScheduleCompany or any its Subsidiaries (or, neither WBKC nor after the Effective Time, Parent or any of its Subsidiaries, nor including the Surviving Corporation) to engage in any of their respective assetsbusiness in any geographic area, businesses, including employee or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”): (i) any contract relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fullycustomer non-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)solicit obligations; (iiB) that relates to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any contract containing covenants that limit the ability of WBKC Person or any of its Subsidiaries to compete in any line of business or with the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person, Person or line of business; (C) relating to Indebtedness of the Company or its Subsidiaries or to hire the mortgaging, pledging or engage the services otherwise placing of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business Lien (other than as may be required by Law (as defined in Section 3.05(a)a Permitted Lien) on any portion of the assets, properties or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any rights of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC Company or any of its Subsidiaries; (ivD) any lease that, upon the execution or delivery of real this Agreement or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term consummation of the agreement Merger, would result in excess any payment (whether of $50,000 severance pay or having a remaining term in excess of two yearsotherwise) becoming due from the Company to any officer or employee thereof, other than financing leases Company Equity Award agreements; (E) that was not negotiated and entered into in on an arm’s-length basis; (F) that contains a put, call or similar right pursuant to which the ordinary course Company could be required to purchase or sell, as applicable, any equity interests of business in any Person or assets; (G) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of the Company or its Subsidiaries; (H) which WBKC relates to any material property of the Company or any of its Subsidiaries, including all licenses of Intellectual Property that are material to the Company or any of its Subsidiaries (excluding commercially available, off-the-shelf Software that is not combined with or linked to, other than through hyperlink, any Software that is Owned Intellectual Property and that has a replacement cost of less than $50,000) or Contracts pursuant to which the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC Company or any of its Subsidiaries leases or subleases any real property to or from any Person; (I) pursuant to which (A) during calendar year 2019, the Company and its Subsidiaries collectively made or received aggregate payments or other value in excess of $100,000 150,000, or (B) during calendar year 2020, the remaining term of the agreement Company and its Subsidiaries would reasonably be expected to collectively make or having a remaining term receive aggregate payments or other value in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers$150,000; (viJ) to which any material licensing officer, manager, director, Holder or Affiliate of any of the foregoing is a party, other than Company Equity Award agreements; (K) is a settlement or conciliation agreement or other contract with respect to patents, trademarks, copyrights, any Legal Proceeding or other intellectual property, including software agreements any consent decree; (other than off-the-shelf and similar software generally available L) is a franchising or licensing agreement; (M) to which a Governmental Entity is a party; (N) requires the Company and/or any of its Subsidiaries to purchase from any Person its total requirement of any product or service; (O) contains any “take or pay” obligation or minimum purchase requirements binding upon or in favor of the Company or any of its Subsidiaries; (P) contains any grant by or to the publicCompany or any of its Subsidiaries of any “most favored nation” pricing or exclusivity provisions; (Q) and including agreements which provides for any joint venture, partnership or similar agreement; (R) that prohibits or restricts (1) the payment of dividends or distributions with current respect to the equity interests of the Company or former employeesany of its Subsidiaries, consultants, or contractors regarding (2) the appropriation or the nondisclosure pledging of any equity interests of any of the Company or any of its intellectual propertySubsidiaries or (3) the issuance of guarantees by the Company or any of its Subsidiaries; (S) relating to the development, ownership, license, use, registration or enforcement of or exercise of any rights under any Intellectual Property; (T) contains an outstanding power of attorney empowering any Person to act on behalf of the Company or any of its Subsidiaries; (U) contains covenants requiring capital expenditures in excess of $150,000 in the aggregate; (V) which is a power-of-attorney granted by or with respect to the Uruguayan Subsidiary or any of its quotas; (W) which is a collective bargaining agreement with any union or other agency or representative body certified or otherwise recognized for the purposes of bargaining collectively; or (viiX) which is with the SBA or any other document, instrument Person relating to a PPP Loan or agreement that the CARES Act. Each such Contract described in clauses (A) through (X) is required referred to be filed herein as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreementa “Company Material Contract”. (bii) With respect Neither the Company nor any of its Subsidiaries is in material 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 material breach of or default under the terms of any Company Material Contract. No event has occurred or not occurred through the Company’s or its Subsidiary’s action or inaction or, to the Knowledge of the Company, through the action or inaction of any third party, that with notice or the lapse of time or both, would constitute a material breach of or default under the terms of any Company Material Contract. Each Company Material Contract is a valid and binding obligation of the Company and/or its applicable Subsidiaries party thereto and, to the Knowledge of the Company, of each of WBKC’s Material Contracts: (i) each other party thereto. Each Company Material Contract is in full force and effect and is enforceable against the Company and its applicable Subsidiaries and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the rights of creditors generally and general equitable principles (subject to ivwhether considered in a proceeding in equity or at law), below); (ii) neither WBKC . Neither the Company nor any of its Subsidiaries is participating in material default thereunderany discussions or negotiations regarding modification, as such term amendment or concept may be defined in each termination of any Company Material Contract; (iii) neither WBKC nor . Since January 1, 2018, there has been no termination of or notice of default or force majeure under or, to the Knowledge of the Company, any of its Subsidiaries has repudiated or waived any material provision threatened termination of any Company Material Contract; (iv) to WBKC’s knowledge. To the Knowledge of the Company, no other party to any Company Material Contract is intends to alter its relationship with the Company or its applicable Subsidiary as a result of or in default connection with the Merger or otherwise not in compliance with otherwise. None of the Company Material Contracts are subject to re-bid or re-tender by the Company or its applicable Subsidiary at any material term or condition time prior to the first anniversary of any Material Contract; the date of this Agreement. A true, complete and (v) a true and complete correct copy of each Company Material Contract has been previously delivered made available to HorizonParent. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As of the date of this Agreement, and except Except as disclosed by Section 3.09(a) of the WBKC Disclosure Scheduleset forth on Schedule 3.15(a), neither WBKC the Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Company Subsidiary is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):any executory: (i) any collective bargaining agreement; (ii) employment contract relating to the borrowing of money providing for (A) an annual salary in excess of $100,000 by WBKC 250,000 or (B) severance payments or any written obligation to provide payment in lieu of its Subsidiaries notice of termination in excess of $150,000; (iii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described on Schedule 3.10(a); (iv) contract relating to Indebtedness for Borrowed Money; (v) license or royalty contract with respect to any Proprietary Rights to which the guarantee by WBKC Company or any of its Subsidiaries of any such obligation Company Subsidiary is a party as licensee or licensor (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings unmodified, commercially available off-the-shelf software, or guarantees made licenses granted to customers in the ordinary course of business); (iivi) trade allowance, trade in, billback, rebate, discount or similar program of or for the Company or any Company Subsidiary for the benefit of or with any customer or supplier of the Company or any Company Subsidiary other than in the ordinary course of business; (vii) contract containing covenants an outstanding power of attorney with respect to the Company or any Company Subsidiary; (viii) contract for the shipping or distribution of the goods of the Company or any Company Subsidiary that limit resulted in payments by the ability Company or any Company Subsidiary in excess of WBKC $150,000 for fiscal year 2015; (ix) contract with a Governmental Entity; (x) joint venture, partnership or other agreement (however named) involving a sharing of profits, losses, costs or liabilities or obligations by the Company or any Company Subsidiary with any other Person; (xi) contract which prohibits the Company or any of its the Company Subsidiaries to compete from freely engaging in any line of business or anywhere in the world, competing with any Person, soliciting customers or suppliers of any other Person, or selling or purchasing any product, in each case if such prohibition is material to hire the Company and the Company Subsidiaries; (xii) contract (other than purchase orders) with any customer of the Company or engage a Company Subsidiary that resulted in revenue in excess of $2,500,000 for fiscal year 2015; (xiii) contract the services performance of which involved payments in excess of $1,000,000 during fiscal year 2015 that cannot be terminated upon notice of 90 days or less without penalty; (xiv) lease or agreement under which it is lessee of, or holds or operates, (A) any personal property owned by any other party, for which the annual rental exceeds $250,000, or (B) any real property owned by any other party, for which the annual rental exceeds $500,000 or is used or operated as a manufacturing facility regardless of annual rental; (xv) lease or agreement under which it is lessor of or permits any third party to hold or operate any of its personal property, for which the annual rental exceeds $250,000; (xvi) contract relating to the purchase or sale of real property; (xvii) agreement relating to any completed business acquisition or divestiture by the Company or any Company Subsidiary since March 29, 2014; (xviii) guaranty of any obligation for borrowed money or other material guaranty; (xix) any agreement or group of related agreements for capital expenditures or the acquisition of fixed assets in excess of $500,000 (other than agreements relating to business acquisitions); (xx) agreement that provides for the indemnification by the Company or any Company Subsidiary of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases agreements entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorbusiness; (vxxi) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during involving the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure settlement of any of its intellectual propertyAction or threatened Action; or (viixxii) any other documentamendment, instrument supplement or agreement that is required to be filed as an exhibit to modification of any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreementforegoing. (b) With respect to each of WBKC’s Material Contracts: Except as specifically disclosed on Schedule 3.15(b), (i) each contract listed on Schedule 3.15(a) (each, a “Material Contract Contract”) is in full force and effect (binding on the Company or the applicable Company Subsidiary, as the case may be, and, to the Knowledge of the Company, each other party thereto, except to the extent enforceability may be subject to iv)or limited by bankruptcy, below); insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, (ii) neither WBKC nor any of its Subsidiaries is in material default thereunderthe Company or a Company Subsidiary, as such term or concept may applicable, has performed in all material respects all obligations required to be defined in each performed by it to date under the Material Contract; Contracts, (iii) neither WBKC the Company nor any of its Subsidiaries Company Subsidiary has repudiated received written notice that it is in breach or waived default in any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of respect under any Material Contract; and (viv) a true and complete copy to the Knowledge of each the Company, no other party is in breach or default in any material respect under any Material Contract has been previously delivered Contract. For the avoidance of doubt, “Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to HorizonClosing. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contractsParent has been supplied with, or other similar risk management arrangementshas been given access to, whether entered into for WBKC’s own account or for the account a true and correct copy of one or more of its Subsidiaries or their respective customersall Material Contracts, together with all amendments thereto.

Material Contracts. (a) As of the date of this Agreementhereof, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”): (i) any contract relating to the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, purchase orders and contracts relating to borrowings or guarantees made invoices entered into in the ordinary course of business), neither the Company nor any other Transferred Entity is a party to or bound by: (i) any lease (whether of real or personal property) providing for (A) annual rentals of $25,000 or more or (B) aggregate payments by the Company or any other Transferred Entity of $125,000 or more; (ii) any contract containing covenants that limit agreement for the ability purchase of WBKC materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Company or any other Transferred Entity of its Subsidiaries $50,000 or more or (B) aggregate payments by the Company or any other Transferred Entity of $250,000 or more; (iii) any binding sales, distribution or licensing agreement providing for the sale, distribution or licensing, respectively, by the Company or any other Transferred Entity of materials, supplies, goods, services, equipment or other assets (including Intellectual Property Rights) that provides for annual payments to the Company or any other Transferred Entity of $500,000 or more; (iv) any partnership, joint venture or other similar agreement or arrangement or any agreement or contract involving a sharing of profits, losses, costs or liabilities with any other Person; (v) any agreement relating to the acquisition or disposition of any material business or assets (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (vii) any Pre-Closing Intercompany Agreement; (viii) any agreement that limits, in any material respect, the freedom of the Transferred Entities to (A) compete in any line of business or with any PersonPerson or in any geographical area, or (B) solicit or hire any person (which purports to hire or engage be binding on the services of any PersonCompany’s upstream Affiliates), or (C) charge certain prices pursuant to a most-favored nation or similar clause, in each case that involve any restriction would so limit the freedom of the geographic area in which, Transferred Entities following the Closing Date; (ix) all material agreements (excluding licenses for commercial off the shelf computer software or method by which, WBKC data services that are generally available on nondiscriminatory pricing terms) to which the Company or any of its Subsidiaries may carry on its business (the other than as may be required by Law (as defined in Section 3.05(a)) Transferred Entities is a party and pursuant to which the Company or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries other Transferred Entity obtains the right to deal exclusively or on a “sole source” basis with another party to such contract with respect to use the subject matter of such contractLicensed Intellectual Property Rights; (iiix) all contracts that are not otherwise listed pursuant to another clause in this ‎Section 3.11(a) that provide for indemnification by a Transferred Entity, except for any such contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (ivA) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases was entered into in the ordinary course of business and (B) would not reasonably be expected to involve indemnification claims in which WBKC or any of its Subsidiaries is an amount material to the lessorCompany and the other Transferred Entities, taken as a whole; (vxi) any contract that involves total aggregate expenditures all contracts providing for, or receipts reasonably likely to require, a capital expenditure by WBKC or any of its Subsidiaries a Transferred Entity in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers100,000; (vixii) any material licensing agreement contract entered into on or other contract with respect to patentsafter January 1, trademarks, copyrights2011 providing for, or other intellectual propertyrelating to, including software agreements the settlement or compromise of any litigation, claim, suit, dispute, disagreement or controversy pursuant to which the cash amount paid by or to a Transferred Entity exceeds $100,000; and (other than off-the-shelf and similar software generally available xiii) any contract not otherwise listed pursuant to another clause in this ‎Section 3.11(a) that would reasonably be expected to give rise to any liabilities that are material to the public) Company and including agreements with current or former employeesthe other Transferred Entities, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed taken as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreementa whole. (b) With respect Each agreement, contract, plan, lease, arrangement or commitment required to be disclosed pursuant to this ‎Section 3.11 (each, a “Material Contract”) and each agreement that would have been required to be disclosed pursuant to ‎Section 3.11(a)(iii) had the reference to “$500,000” therein been replaced with a reference to “$100,000” (each, a “Significant Contract”) is a valid and binding agreement of WBKCthe Company or another Transferred Entity, as the case may be, and, to Seller’s Material Contracts: (i) each Material Contract knowledge as of the date hereof, the other parties thereto, and is in full force and effect (subject effect, and none of the Company, any Transferred Entity or, to iv)the knowledge of Seller as of the date hereof, below); (ii) neither WBKC nor any of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract thereto is in default or otherwise not breach in compliance with any material term or condition respect under the terms of any such Material Contract or Significant Contract; and (v) a true , as applicable. As of the date hereof, neither Seller nor any of the Transferred Entities has received any written notice from any other party thereto regarding any actual or possible material violation or breach of, or default under, any Material Contract or Significant Contract, as applicable. True, correct and complete copy copies of each Material Contract has Contract, including all amendments thereto, have been previously delivered made available to HorizonBuyer. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As Schedule 5.13(a) of the Disclosure Schedules sets forth all of the following Contracts to which any of the Companies or the Subsidiaries is a party or by which it or its assets is bound as of the date of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under the following material contracts hereof (collectively, the “Material Contracts”): (i) Contracts with Seller, any contract relating to the borrowing Affiliates of money in excess of $100,000 by WBKC Seller or any current officer or director of its Subsidiaries any of the Companies or the guarantee by WBKC or any of its Subsidiaries of any such obligation (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made in the ordinary course of business)Subsidiaries; (ii) Contracts with any contract employees, independent contractors or consultants of any of the Companies or the Subsidiaries that involve an aggregate future or potential liability in excess of $75,000 or that provide for a payment or right to terminate upon change of control; (iii) Contracts for the sale of any material assets of any of the Companies or the Subsidiaries of the Business, other than in the Ordinary Course of Business; (iv) Contracts (i) relating to the acquisition by any of the Companies or the Subsidiaries of any operating business or the equity or ownership interests of any other Person or (ii) for the issuance of any equity security or other ownership interest in, or the conversion of any obligation, instrument or security into equity securities or other ownership interests of, any of the Companies or Subsidiaries; (v) Contracts relating to the incurrence of Indebtedness or the making of any loans, capital contribution or other investment in or any assumed Liability or obligation of, any Person by any of the Companies or the Subsidiaries, including mortgages, other grants of security interests, guarantees or notes; (vi) Contracts containing covenants that limit the ability of WBKC or any of its the Companies or Subsidiaries not to compete in any line of business or with any Person, Person in any geographical area or that restrict the right of any of the Companies or Subsidiaries to sell to or purchase from any Person or to hire or engage the services of any Person, or that involve grants the other party or any restriction third person “most favored nation” status; (vii) the Real Property Leases and Personal Property Leases; (viii) all Tradeout Agreements as of the geographic area in whichdate hereof, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract including with respect to each Tradeout Agreement, the subject matter parties thereto, the value of broadcast time required to be provided by the Business from and after the date shown on such contractSchedule, and the value of goods and services provided or to be provided to the Business from and after such date; (iiiix) any contract for, Contract with respect to, a Governmental Body; (x) any Contract providing for indemnification to or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, from any Person with respect to WBKC Liabilities relating to any former business of the Companies, any of the Subsidiaries or any predecessor Person; (xi) any joint venture or partnership, merger, asset or stock purchase or material divestiture Contract relating to any of its the Companies or Subsidiaries; (ivxii) any lease grants to any Person of real or personal property providing for total aggregate lease payments a power of attorney by or to WBKC or its Subsidiaries during the remaining term any of the agreement Companies or Subsidiaries; (xiii) the Licensing Agreement for DBS Satellite Exhibition of Cable Networking Programming, dated as of August 1, 2004, among Seller, Televicentro of Puerto Rico, LLC and DirecTV, Inc.; (xiv) the Programming License Agreement, dated as of June 21, 2004, between Televicentro of Puerto Rico, LLC and MTV Networks, as amended by Amendment No. 1, dated as of December 16, 2005; (xv) the Affiliation and Distribution Agreement dated as of August 18, 2005 between WAPA America, Inc and Comcast Cable Communications, LLC; (xvi) all Program Rights agreements; (xvii) all agreements relating to cable and satellite transmission and retransmission in Puerto Rico; and (xviii) any other Contract, whether or not made in the Ordinary Course of Business that (A) requires any of the Companies or any of the Subsidiaries to pay an annual basis an amount in excess of $50,000 individually or having a remaining term in excess of two years, other than financing leases entered into $100,000 in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrightsaggregate, or other intellectual property, including software agreements (other B) has a term greater than off-the-shelf one year and similar software generally available to the publiccannot be cancelled by any Company or Subsidiary without penalty or further payment and without more than ninety (90) and including agreements with current days notice or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreementless. (b) With respect to each of WBKC’s Material Contracts: (i) each Each Material Contract (other than oral or expired Real Property Leases) is a legal, valid, binding and enforceable agreement and is in full force and effect (subject effect. Seller has delivered or made available to iv)Purchaser true and complete copies of all Material Contracts, below); (iiincluding any amendments thereto. Except as set forth on Schedule 5.13(b) neither WBKC nor of the Disclosure Schedules, none of the Companies or any Subsidiary has received any written notice of termination or written notice of any default or event that with notice or lapse of time, or both, would constitute a default by any of its the Companies or the Subsidiaries under any Material Contract that would permit termination, material penalty or materially adverse modification of the terms thereof. None of the Companies or the Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of under any Material Contract; (iv) , nor, to WBKC’s knowledgethe Knowledge of Seller, no is any other party to any Material Contract is in breach of or default thereunder and, to the Knowledge of Seller, no event has occurred that, with the lapse of time or otherwise not in compliance with the giving of notice or both, would constitute a breach or default by the Company or any material term Subsidiary or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizonother party thereunder. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (a) As The Material Contracts Schedule lists or, if not in writing, describes in reasonable detail, all Contracts not fully performed to which the Company is party or by which the assets or properties of the date of this Agreement, and except as disclosed by Section 3.09(a) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Company is a party to, or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):bound: (i) that have been entered into in the Ordinary Course of Business and may not be terminated by the Company without penalty or fee with less than 60 days' prior notice, (ii) for the purchase of any contract materials, supplies, equipment or services for more than $25,000 per year, (iii) for the sale of any product or service for more than $25,000 per year, (iv) for the purchase or improvement of any fixed or capital assets or any business for more than $25,000, (v) for the sale of any fixed or capital assets or any business for more than $25,000 as to any individual or series of related items, (vi) all agreements with current and former employees, officers, consultants and directors, (vii) all Contracts entered into other than in the Ordinary Course of Business that contain or provide for an express undertaking by Seller to be responsible for consequential damages, (viii) all Contracts that contain or provide a written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by or on behalf of the Business other than in the Ordinary Course of Business, (ix) all employment, management, consulting, independent contractor, subcontractor, retainer or other similar type of Contract under which services are provided by, and fees or fees are paid to, any person and agreements or commitments to enter into the same, (x) all Contracts of which the benefits of which will be increased, or the vesting of the benefits will be accelerated, by the occurrence of any transactions contemplated by this Agreement, (xi) any fidelity or surety bond or completion bond, (xii) any Contract providing for indemnification (other than Contracts with provisions for indemnification entered into in the Ordinary Course of Business) or guaranty, (xiii) any Contract containing any covenant limiting the freedom of the Company to solicit for employment or hire any Person for employment or consultancy by the Company, (xiv) all mortgages, indentures, loans or credit agreements, security agreements, guaranties or other agreements or instruments relating to the borrowing of money in excess or extension of $100,000 by WBKC credit or to mortgaging, pledging or otherwise placing a Lien on any portion of the Company's assets, and any other letters of credit, financing, surety, bonding or similar arrangements pursuant to which the Company secures any of its Subsidiaries obligations, including insurance obligations, (xv) all Contracts with Insider Related Parties, (xvi) all contracts granting power of attorney in favor of any Person on behalf of the Company, (xvii) all Contracts (with its own employees or the guarantee by WBKC with other persons or entities) involving a covenant not to compete or any other material restriction on the ability on the ability of its Subsidiaries the Company to compete or provide any products or services generally or in any market segment or geographic area or pursuant to which the Company has granted or is the beneficiary of any such obligation rights of exclusivity or "most favored nation" status, (xviii) all Intellectual Property Contracts (other than FHLB for the use of Indianapolis advancescomputer software which is generally commercially available "off the shelf" with a value of less than $500 or $2,000 in the case of bundled "off the shelf" software packages. (xix) all Hedging Agreements, (xx) all distribution, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts joint marketing or development Contracts, (xxi) all collective bargaining agreements or Contracts with any labor union, (xxii) all Contracts relating to borrowings or guarantees made in the ordinary course acquisition of business);the Business pursuant to the Asset Purchase Agreement, dated July 1, 2003, between GT Acquisition Company and Greenville Tube, LLC, (iixxiii) any contract containing covenants that limit all leases or Contracts under which the ability of WBKC or any of its Subsidiaries to compete in any line of business or with any PersonCompany is lessee of, or to hire holds or engage operates any personal property owned by any other party, for which the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract;annual rental exceeds $20,000, (iiixxiv) any contract forall Contracts with Equityholders, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalizationand (xxv) all strategic alliance, joint venture, or other business combinationpartnership agreement, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to WBKC or any of its Subsidiaries; (iv) any lease of real or personal property providing for total aggregate lease payments by or to WBKC or its Subsidiaries during the remaining term of the limited liability company agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessor; (v) any contract that involves total aggregate expenditures or receipts by WBKC or any of its Subsidiaries in excess of $100,000 during the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other documentsimilar Contract involving a sharing of profits or losses, instrument costs or agreement that is Liabilities by the Company with any other Person. The Contracts required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (included on the Material Contracts Schedule pursuant to Items 601(b)(4clauses (i)-(xxv) or 601(b)(10) of Regulation S-K under above are collectively referred to herein as the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreement"Material Contracts." (b) With respect Except for the license for the Company's financial software, which cannot be located or reproduced, the Company has made available to each the Buyer with a true and correct copy of WBKC’s all written contracts which are referred to on the Material Contracts: Contracts Schedule, together with all amendments, waivers or other changes thereto. (ic) each The Company is not in breach of default under any Material Contract and, to the Knowledge of the Company, no other Person that is a party thereto is in breach or default under any such Material Contract. (d) Each Material Contract is in full force and effect and constitutes a legal, binding, and valid obligation of the Company and, to the Company's Knowledge, each other party thereto and is enforceable against the Company and, to the Company's Knowledge, such other party or parties in accordance with the express terms of the Material Contract, (i) subject to iv)the effects of bankruptcy, below); insolvency, reorganization, moratorium, fraudulent conveyance or other laws relating to creditors' rights generally and (ii) neither WBKC nor any general principles of its Subsidiaries is in material default thereunder, as such term or concept may be defined in each Material Contract; equity. (iiie) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision of any Material Contract; (iv) to WBKC’s knowledge, no other No party to any Material Contract is in default has given the Company (and the Company has not given to its counter-party) notice of its intention to cancel, terminate or otherwise not in compliance with any material term or condition of fail to renew any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (cf) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Material Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (g) Except as disclosed for amounts payable under a master lease between the Company and Chart, Inc., identified in Section 3.09(c) of the WBKC Disclosure ScheduleSchedules to the Asset Purchase Agreement, neither WBKC nor all amounts required to be paid to Greenville Tube, LLC or any of its Subsidiaries Affiliates pursuant to the Asset Purchase Agreement or the Earnout Agreement have entered into been paid or otherwise been extinguished. As of the date hereof, no claims under any interest rate swapsof the provisions in the Asset Purchase Agreement have been made by or against the Company, capsthe Equityholders or any of the Company's other Affiliates. The Company's claims against Chart Inc. and Chart Industries, floorsInc. pursuant to the Asset Purchase Agreement and the Guarantee issued by Chart Inc. and Chart Industries pursuant thereto constituted "Allowed Claims" under the Amended Joint Prepackaged Reorganization Plan of Chart Industries, option agreementsInc. and Certain Subsidiaries, futures dated September 3, 2003 (the "Plan"), were "Reinstated" pursuant to the Plan and, consequently, the legal, equitable and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for contractual rights of the account of one or more of its Subsidiaries or their respective customersCompany were not impaired in any manner by the Plan.

Material Contracts. (a) As Section 5.11 of the date Disclosure Schedule sets forth an accurate and complete list of this Agreement, and except as disclosed by Section 3.09(a) each of the WBKC Disclosure Schedule, neither WBKC nor following Contracts to which any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Acquired Company is a party to, or is by which any assets of any Acquired Company are bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”): (i) any contract relating Contract with a Material Customer; (ii) any Contract with a Material Supplier; (iii) any Contract pursuant to which any Acquired Company is bound by any covenant not to compete (other than pursuant to any radius restriction contained in any lease, reciprocal easement or development, construction, operating or similar agreement); (iv) any lease, sublease or similar Contract with any Person pursuant to which any Acquired Company is a lessor, sublessor, lessee or sublessee of any tangible personal property, or any portion of real property (including the borrowing Leased Real Property), the provides for payments in excess of money $100,000; (v) any warehousing Contract; (vi) any Contract with a sales broker; (vii) any Contract pursuant to which an Acquired Company has incurred any Indebtedness; (viii) any Contract entered into by an Acquired Company for the sale of assets owned or leased by any Acquired Company with a book value in excess of $100,000 by WBKC individually or any of its Subsidiaries or $250,000 in the guarantee by WBKC or any of its Subsidiaries of any such obligation aggregate (other than FHLB of Indianapolis advances, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts relating to borrowings or guarantees made Inventory sales in the ordinary course of business)) (A) that contains any outstanding obligations of any Acquired Company or (B) that was entered into on or after January 1, 2020; (iiix) any contract containing covenants that limit the ability of WBKC Contract relating to any joint venture, partnership or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, WBKC or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13)), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contractsimilar arrangement; (iiix) any contract forContract for the employment, with respect tohire, retention or consulting of any officer, employee, consultant, or independent contractor of the Acquired Companies, other than offer letters in form(s) that contemplateshave been made available to Purchaser, and all Contracts providing for any change-in-control payment, transaction bonus, retention bonus or similar payment obligations with any Person upon a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not in all or a material portion of the ordinary course Acquired Companies’ consolidated assets or a change of business consistent with past practice, with respect to WBKC or any control of its Subsidiariesthe Acquired Companies; (ivxi) any lease Contract with any staffing agency, temporary employee agency, professional employer organization or similar company or service provider; (xii) all collective bargaining agreements or agreements with any union to which any Acquired Company is a party or is otherwise bound; (xiii) IP License Contracts and any other Contract (including covenants not to sue) relating to the ownership, registration, use or enforcement of real or personal property providing for total aggregate lease payments (A) any Company Intellectual Property (excluding assignments of Company Intellectual Property executed by or to WBKC or its Subsidiaries during the remaining term employees of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into Acquired Companies in the ordinary course of business in which WBKC the form provided by Seller to Purchaser and non-exclusive licenses of Company Intellectual Property granted by any Acquired Company to customers in the ordinary course of business) or (B) any other Intellectual Property that is used in and material to the business of its Subsidiaries is the lessorAcquired Companies; (vxiv) any contract distributorship, dealer, sales, advertising, agency, promotional services, retail promotional management, marketing platform, manufacturer’s representative or other similar Contracts; (xv) any Contract entered into by an Acquired Company (A) that involves total aggregate expenditures contains any outstanding obligations of any Acquired Company or receipts by WBKC (B) since January 1, 2020, in each case, for any settlement agreement in respect of a Proceeding; (xvi) any Contract providing for the indemnification or holding harmless of any officer, manager, employee, independent contractor or other Person; (xvii) any Contract including a “most favored nations” or “exclusivity” provision; (xviii) any outstanding power of its Subsidiaries attorney empowering any Person to act on behalf of any Acquired Company; (xix) any Contract for the acquisition or disposition of an Entity or a division of an Entity made since January 1, 2020; and (xx) any Contract, not otherwise identified above, pursuant to which any Acquired Company is obligated to make payments in excess of $100,000 during individually or $250,000 in the remaining term of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements aggregate (other than off-the-shelf and similar software generally available to Inventory sales in the publicordinary course of business) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report (as defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to, or incorporated by reference in, WBKC’s SEC Reports filed prior to the date of this Agreementsuch Contract. (b) With respect Sellers have made available to Purchaser accurate and complete copies of each written Contract set forth in Section 5.11(a) of WBKC’s the Disclosure Schedule (including all written amendments, modifications and supplements thereto) and complete descriptions of all material terms of any oral Contracts described therein. All Material Contracts: (i) each Material Contract is Contracts are valid, binding and in full force and effect effect, and are enforceable against the Acquired Company party thereto, and, to the Knowledge of Sellers, against the other parties thereto. The applicable Acquired Company has performed all material obligations required to be performed by it to date under the Material Contracts to which it is a party, and such Acquired Company is not (subject to iv)with or without the lapse of time or the giving of notice, below); (iior both) neither WBKC nor any of its Subsidiaries is in material breach or default thereunder, as such term or concept may be defined in each Material Contract; (iii) neither WBKC nor any of its Subsidiaries has repudiated or waived any material provision respect thereunder. To the Knowledge of any Material Contract; (iv) to WBKC’s knowledgeSellers, no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default or otherwise not in compliance with any material respect under any Material Contract. No Acquired Company has received any notice (whether written, or to the Knowledge of Sellers, otherwise) of the intention of any other party to a Material Contract to terminate any Material Contract prior to the expiration of the term (including renewal terms) thereof, or condition to amend the material terms of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) outside of the WBKC Disclosure Schedule, neither WBKC nor any ordinary course of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customersbusiness.

Material Contracts. (a) As Except as set forth in Section 4.10 of the Company Disclosure Schedule, as of the date of this Agreementhereof, and except as disclosed by Section 3.09(a) none of the WBKC Disclosure Schedule, neither WBKC nor Company or any of its Subsidiaries, nor any of their respective assets, businesses, or operations, Subsidiaries is a party to, to or is bound or affected by, or receives benefits under the following material contracts (collectively, the “Material Contracts”):: (i) any contract relating to lease of or other occupancy arrangement regarding real property; (ii) any lease of personal property providing for annual payments by the borrowing of money in excess of $100,000 by WBKC or any of its Subsidiaries or the guarantee by WBKC Company or any of its Subsidiaries of $10,000 or more and which is not cancelable or terminable without penalty with notice of 60 or less days; (iii) any such obligation license, sales, rental, distribution or other similar agreement providing for the license, sale, rental or distribution by the Company or any of its Subsidiaries of technology, materials, supplies, goods, services, equipment or other assets that expressly provides for (or would reasonably be expected to result in) either annual payments to the Company or any of its Subsidiaries of $10,000 or more or aggregate payments to the Company or any of its Subsidiaries of $50,000 or more; (iv) any agreement for the purchase or license of technology, materials, supplies, goods, services, equipment or other than FHLB tangible or intangible assets that provides for (or would reasonably be expected to result in) either annual payments by the Company or any of Indianapolis advancesits Subsidiaries of $10,000 or more or aggregate payments by the Company or any of its Subsidiaries of $50,000 or more; (v) any agreement, contracts pertaining to fully-secured securities repurchase agreements, trade payables, bankers’ acceptances, and contracts contract or commitment relating to borrowings the acquisition or guarantees made in the ordinary course disposition of businessany business (whether by merger, sale of stock, sale of assets or otherwise); (iivi) any contract agreement relating to Indebtedness; (vii) any partnership (i.e., any association of two or more persons to carry on as co-owners a business), joint venture or other similar agreement or arrangement; (viii) any alliance, agency, dealer, sales representative, marketing or other similar agreement of $10,000 or more or aggregate payments by the Company or any of its Subsidiaries of $50,000 or more; (ix) any currently active consulting, services, development or collaboration agreement (1) involving payments of $10,000 or more or in the prior calendar year or aggregate payments by the Company or any of its Subsidiaries of $50,000 or more, or (2) other agreement for development of products and services for the Company or any of its Subsidiaries; (x) any agreement containing covenants a provision that limit restricts the ability freedom of WBKC the Company or any of its Subsidiaries to compete in any line of business or with any Person, Person or to hire in any area or engage which would restrict the services of any Person, or that involve any restriction freedom of the geographic area in whichSurviving Corporation, Parent or method any of Parent’s Affiliates after the Closing Date to so compete; (xi) any agreement providing for indemnification by which, WBKC the Company or any of its Subsidiaries may carry on its business (other than as may be required by Law (as defined in Section 3.05(a)) or any Governmental Authority (as defined in Section 5.13))Subsidiaries, or any contract that requires it in favor of the Company or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract; (iii) any contract forSubsidiaries, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization, joint venture, or other business combination, or asset sale or sale of equity securities not than indemnification provisions arising in the ordinary course of business and consistent with past practicepractices, with respect to WBKC including without limitation in purchase orders, customer agreements or indemnities of lessors (other than any of its SubsidiariesAffiliate) under any leases; (ivxii) any lease material agreement with a customer of real the Company which was one of the Company’s top-20 customers during 2010 or personal property 2011, measured by gross sales and which contains a “most favored nation” or similar provision or providing for total aggregate lease payments by minimum purchase or to WBKC or its Subsidiaries during the remaining term of the agreement in excess of $50,000 or having a remaining term in excess of two years, other than financing leases entered into in the ordinary course of business in which WBKC or any of its Subsidiaries is the lessorsale obligations; (vxiii) any contract that involves total aggregate expenditures agreement with any Affiliate of the Company, any director or receipts by WBKC officer of the Company, or any of its Subsidiaries in excess of $100,000 during the remaining term “associate” or any member of the agreement or having a remaining term in excess of two years, excluding agreements relating to loans and deposits with Wolverine Bank customers; (vi) any material licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including software agreements (other than off-the-shelf and similar software generally available to the public) and including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of its intellectual property; or (vii) any other document, instrument or agreement that is required to be filed as an exhibit to any WBKC SEC Report “immediate family” (as such terms are respectively defined in Section 3.36) (pursuant to Items 601(b)(4) or 601(b)(10) Rule 12b-2 and Rule 16a-1 of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit toof any such director or officer; (xiv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, Company Securities or debt instruments, or incorporated any undertaking, promise or other obligation, written or oral, of the Company or any of its Subsidiaries to issue any Company Securities or Company Subsidiary Securities, the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by reference inthis Agreement; (xv) any shareholders agreement or similar agreement with or among the Shareholders, WBKC’s SEC Reports filed prior including any agreement that provides for preemptive rights or imposes any limitation or restriction on Company Capital Stock, including any restriction on the right of a Shareholder to vote, sell or otherwise dispose of such Company Capital Stock; or (xvi) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the date of this AgreementCompany and its Subsidiaries, taken as a whole. (b) With respect to each Each agreement, contract, plan, lease, arrangement or commitment disclosed listed on Section 4.10 of WBKC’s the Company Disclosure Schedule (each, a “Material Contracts: (iContract”) each Material Contract is in full force and effect with respect to the Company and, to the knowledge of the Company, each other Person party thereto, and is valid, binding and enforceable against the Company (and, to the knowledge of the Company, each other Person party thereto) in accordance with its terms, except as such enforceability may be subject to iv)applicable U.S. state or federal bankruptcy, below); reorganization, insolvency, moratorium and similar U.S. state or federal laws affecting the enforcement of creditors’ rights generally and by general principles of equity. (iic) neither WBKC The Company and each of its Subsidiaries are in compliance in all material respects with each Material Contract except where noncompliance has not had or would not have a Company Material Adverse Effect and have not materially, breached, violated or defaulted under, or received notice that they have materially breached, violated or defaulted under, in any material respect, any of the terms or conditions of any Material Contract, nor does the Company have knowledge of any event or occurrence that would constitute such a material breach, violation or default (with or without the lapse of time, giving of notice or both) by the Company or any of its Subsidiaries or knowledge of any material breach, violation or default (with or without the lapse of time, giving of notice or both) by any Third Party. The Company has delivered to Parent prior to the date hereof accurate and complete copies of all written Material Contracts and all other written agreements, contracts, plans, leases, arrangements and commitments disclosed in any Section of the Company Disclosure Schedule in existence as of the date hereof. (d) No Person is in renegotiating, or has a right (absent any default or breach of a Material Contract) pursuant to the terms of any Material Contract to renegotiate, any material default thereunder, as such amount paid or payable to the Company or any of its Subsidiaries under any Material Contract or any other material term or concept may be defined in each provision of any Material Contract; (iii) neither WBKC nor . None of the Company or any of its Subsidiaries has repudiated received any written or waived verbal indication of an intention to terminate any material provision Material Contract by any of the parties to any Material Contract; (iv) to WBKC’s knowledge, no other party to any Material Contract is in default or otherwise not in compliance with any material term or condition of any Material Contract; and (v) a true and complete copy of each Material Contract has been previously delivered to Horizon. (c) Except as disclosed in Section 3.09(c) of the WBKC Disclosure Schedule, neither WBKC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for WBKC’s own account or for the account of one or more of its Subsidiaries or their respective customers.