Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Section 4.14 of the Disclosure Schedule sets forth a list of the following Contracts in effect as of the date hereof to which the Company is a party (the “Material Contracts”): (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Material Contracts are in full force and effect against the Company and, to the Knowledge of the Company, each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Except (x) as set forth on Section 4.14 6.16(a) of the Caesars Disclosure Schedule sets and (y) solely with respect to subsections (i), (v) and (vi) of this Section 6.16(a), for any Contract to which CEOC or an Affiliate of Parent (other than any Company Party or its Subsidiaries) is party or by which CEOC or an Affiliate of Parent (other than any Company Party or its Subsidiaries) is bound which is binding upon any Company Party or its Subsidiaries in substantially the same manner as such Contract is binding upon other Subsidiaries of CEOC or Parent, (other than, in the case of any Contracts described in the foregoing clause (y), any Contracts which involve any payments directly by or to any Company Party or its Subsidiaries, including through an allocation to any Company Party or its Subsidiaries, in excess of the amounts set forth in subsections (i), (v) and (vi) of this Section 6.16(a)), none of the Company Parties or their respective Subsidiaries is a list party to or bound by any of the following Contracts in effect as of the date hereof to which the Company is of this Agreement (each a party (the “Material ContractsContract”): (i) all Contracts not fully performed providing any Contract that, by its terms, requires payments by any Company Party or its Subsidiaries in excess of $750,000 per annum or $1,500,000 in the aggregate for the performance stated term of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, such Contract or which would reasonably may not be expected to result in consideration to be furnished, during the terminated by such Company Party or its Subsidiaries within twelve (12-month period either ending on or commencing on ) months from the date of this AgreementAgreement without such Company Party or its Subsidiaries being obligated to pay any penalty, premium or additional payments in amounts greater than $750,000 in respect of such Contract; (ii) all Contracts that require the Company to purchase its total requirements any Contract for Indebtedness of any product Company Party or service from its Subsidiaries or any Contract granting any Person a Third PartyLien (other than a Permitted Lien) on all or any part of the Purchased Interests; (iii) all Contracts providing for the (A) any Contract pursuant to which CLC or any Company to be the exclusive provider of any product Party or service its Subsidiaries has agreed to any Personmaterial restriction on the right of CLC or any Company Party or its Subsidiaries to use or enforce any Purchased Intellectual Property or Other Material IP, other than with respect to commercially available software, or (B) any material Contract pursuant to which CLC or any Company Party or its Subsidiaries agrees to license, encumber, transfer or sell rights in or with respect to any Purchased Intellectual Property, other than any non-exclusive licenses entered into by CLC or any Company Party or its Subsidiaries in the ordinary course of business; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of Contract containing any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit covenant materially limiting the ability of the any Company Party or its Subsidiaries to compete engage in any line of business or in any territory or to compete with any business or Person or that otherwise materially limits any Company Party or its Subsidiaries to conducting its business in the manner it is currently conducted; (v) any geographic area joint venture, partnership or during similar Contract, which involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons in excess of $750,000 annually; (vi) any period Contract that involves royalties payable to another Person in excess of time$750,000 annually; (vii) any Contract pursuant to which any Company Party or its Subsidiaries has acquired a business or entity (or any equity interest therein), that restricts or assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets or exclusive license and pursuant to which the ability Company has any continuing material obligations as of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights;date hereof; or (viii) all Contracts for any joint venture, partnership, other Contract or similar arrangement by the Company; obligation not listed in clauses (ixi) agreements which relate through (vii) that is otherwise material to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, any Company Party or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingits Subsidiaries. (b) All (i) Each Material Contracts are in full force Contract is valid and effect against binding upon each of the Company Parties or their respective Subsidiaries party thereto (and, to the Knowledge of the CompanyCaesars Parties, each on all other party parties thereto), in each case in accordance with its terms and is in full force and effect, (ii) there is no breach or violation of or default by any Company Party or its Subsidiaries or, to the express terms thereof. There does not exist Knowledge of the Caesars Parties, by any other party under any material provision of the Material Contract any material violationContracts, breach whether or event of default, or alleged material violation, not such breach, violation or default has been waived, and (iii) no event has occurred with respect to any Company Party or its Subsidiaries or, to the Knowledge of defaultthe Caesars Parties, or event or condition thatany other party, after which, with notice or lapse of time or both, would constitute a material violation, breach, violation or event default of, or give rise to a right of default thereunder on the part termination, modification, cancellation, foreclosure, imposition of a Lien, prepayment or acceleration under, any material provision of the Company includingMaterial Contracts. None of the Caesars Parties or any of their respective Affiliates has received any written notice (or, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to Caesars Parties, any Material Contract has, repudiated any provision oral or other notice) of the intention of any such Person to terminate, nor has there been any termination of, any Material Contract. The Company has not received written notice that any party Caesars Parties have made available to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser Growth Partners a true, correct, correct and complete copy of each written all Material ContractContracts, including together with all amendments, waivers, supplements, waivers or modifications other changes thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (ai) Section 4.14 5.1(r)(i) of the Company Disclosure Schedule sets forth Letter lists or otherwise references a list listing of the following Contracts in effect to which, as of the date hereof to which of this Agreement, the Company or any of its Subsidiaries is a party or by which any of them is bound (the each, a “Material ContractsContract”): (iA) all Contracts not fully performed providing any Contract that is required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K; (B) any Contract of the Company or any of its Subsidiaries (other than purchase orders for the performance purchases of inventory, services or delivery equipment in the ordinary course of goods business, this Agreement or materials Contracts subject to clause (D) below) having an aggregate value per Contract, or involving payments by or to the Company and which requires consideration to or any of its Subsidiaries, of more than $15,000,000 on an annual basis or $30,000,000 over the term of the Contract, except for any such Contract that may be furnished, cancelled without penalty by the Company or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on any of its Subsidiaries upon notice of ninety (90) days or commencing on the date of this Agreementless; (iiC) all Contracts that require any Contract containing covenants binding upon the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts its Subsidiaries that limit or purport to limit restricts the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could restrict the ability of the Surviving Corporation or any of its Affiliates) to engage in or compete in any line of business or with any Person or in any geographic area or during any period of time, distribution channel that restricts the ability of the Company or its Subsidiaries currently engages in and that would be material to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from and its Subsidiaries, taken as a whole, except for any Person, or such Contract that grants may be cancelled without penalty by the other party Company or any third person “most favored nation” status of its Subsidiaries upon notice of ninety (90) days or any type of special discount rightsless; (viiiD) all Contracts for any Contract with respect to any joint venture, partnership, partnership or similar arrangement by arrangements that is material to either the Companysmokeless tobacco product or wine business segment of the Company and its Subsidiaries (the “Business Units”); (ixE) agreements any Contract that prohibits the payment of dividends or distributions in respect of capital stock of the Company or any of its Subsidiaries, prohibits the pledging of the capital stock of the Company or any of its Subsidiaries or prohibits the issuance of guarantees by the Company or any of its wholly-owned Subsidiaries; (F) any Contract pursuant to which relate to Indebtedness any indebtedness for borrowed money with a principal amount in excess of $10,000,000 of the Company or any of its Subsidiaries is outstanding or may be incurred, and all guarantees by the Company or any of its Subsidiaries of any indebtedness for borrowed money with a principal amount in excess of $10,000,000 of any Person (excluding, other than the Company or any wholly-owned Subsidiary of the Company); (G) any Contract (or a related series of Contracts) for the avoidance acquisition or disposition by the Company or any of doubt, Contracts evidencing liabilities its Subsidiaries of assets (other than the purchase of grapes or tobacco) with a value of more than $10,000,000 or with respect to deposits 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 $10,000,000; (H) any Contract providing for indemnification or any guaranty by the Company or any Subsidiary thereof, where in each case such indemnification obligation or guaranty is material to the Company and accountsits Subsidiaries, trade payablestaken as a whole, letters other than (x) any guaranty by the Company or a Subsidiary thereof of credit, any of the obligations of (i) the Company or capital leases made another wholly-owned Subsidiary thereof or (ii) any Subsidiary (other than a wholly-owned Subsidiary) of the Company that was entered into in the ordinary course of business pursuant to or in connection with a customer Contract or (y) any Contract providing for indemnification of customers or other Persons pursuant to Contracts entered into in the ordinary course of business; (I) any Contract that contains any provision that requires the purchase of all of the Company’s or any of its Subsidiaries’ requirements for a given product or service from a given third party which product or service is material to either of the Business Units; (J) any Contract that licenses to third parties any material Intellectual Property owned by the Company or any of its Subsidiaries (other than in the ordinary course of business); (K) any employment or consulting Contract with any current or former (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties executive officer of the Company; , (xiy) agreements member of the Company Board or (z) Employee providing for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, an annual base salary in excess of $50,000500,000; (xiiL) each any Contract with any director, officer, employeethat (i) contains most favored customer pricing provisions which are material to either of the Business Units, or consultant (ii) grants any exclusive rights or rights of first refusal which are material to either of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other handBusiness Units; and (xivM) all Contracts any Contract that would prevent, materially delay or materially impair the Company’s ability to enter into any of consummate the foregoingMerger or the other transactions contemplated by this Agreement. (bii) All The Company has made available to Parent correct and complete copies of all such Material Contracts. Each of the Material Contracts are is valid and binding on the Company and each of its Subsidiaries 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 against that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no breach or default under any Material Contract by the Company andor any of its Subsidiaries, or to the Knowledge of the Company, any other party thereto and no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company, each any other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, except as would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and individually or in the aggregate, reasonably be expected to the Knowledge of the have a Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material ContractAdverse Effect. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the The Earlychildhood Disclosure Schedule sets forth a list of the following Contracts in effect as of the date hereof complete and accurate list, and Earlychildhood has made available to which the Company is a party (the “Material Contracts”):SmarterKids, true and complete copies of: (i) all Contracts not fully performed providing each contract that provides for the performance annual payments to or by Earlychildhood or any of services or delivery its Subsidiaries in excess of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement$150,000; (ii) all Contracts each contract of Earlychildhood or any of its Subsidiaries that require was not entered into in the Company to purchase its total requirements ordinary course of any product or service from a Third Partybusiness; (iii) all Contracts providing any contract under which Earlychildhood or any of its Subsidiaries has or may, except by way of endorsement of negotiable instruments for collection in the Company to be ordinary course of business and consistent with past practice, become absolutely or contingently or otherwise liable for (x) the exclusive provider performance under any contract of any product other person, firm or service to corporation or (y) the whole or any Personpart of the indebtedness or liabilities of any other person, firm or corporation, in all cases, individually in excess of $1,000,000 and in the aggregate in excess of $5,000,000; (iv) all Contracts that relate to the acquisition employment agreements, consulting agreements, contracts or disposition commitments with any employee or member of any businessEarlychildhood's Management Committee, a material amount of stock or assets of any other Person than those which are terminable by Earlychildhood or any real property (whether by mergerof its Subsidiaries on not more than thirty days notice without liability or financial obligation, sale and within each such category of securitiesagreements, sale contracts or commitments, which are individually in excess of assets, or otherwise)$150,000; (v) all Contracts with distributors and sales representativesany agreements or plans, including, without limitation, any stock option, stock or equity appreciation right or stock or equity purchase plans or agreements, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vi) all Contracts any contract with any Governmental AuthorityMember, managing member or member of the Management Committee of Earlychildhood, other than in such person's capacity as a Member, managing member or member of the Management Committee, or any contract with any entity in which, to the knowledge of Earlychildhood, any Member, managing member or member of the Management Committee or any family member of any such person has a material economic interest; (vii) all Contracts any contract that limit limits or purport to limit the ability of the Company to compete restricts in any material respect where Earlychildhood or any of its Subsidiaries may conduct its or their business or the type or line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party Earlychildhood or any third person “most favored nation” status or any type of special discount rightsits Subsidiaries may engage in; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; powers of attorney outstanding (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made other than those issued in the ordinary course of businessbusiness with respect to Tax matters);, or material obligations or liabilities (absolute or contingent) as guarantor, surety, cosigner, endorser, co-maker, indemnitor, or otherwise respecting the obligations or liabilities of any person. (ix) any material contract containing any agreement with respect to any change of control; and (x) mortgageseach material amendment, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one handsupplement, and any Seller modification (whether oral or any Affiliate written) in respect of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Neither Earlychildhood nor any of its Subsidiaries have breached, or received in writing any claim or notice that it has breached, any of the terms or conditions of any material agreement, contract or commitment set forth or required to be set forth in Section 3.12 of the Earlychildhood Disclosure Schedule ("Earlychildhood Material Contracts Contracts") in such a manner as, individually or in the aggregate, is reasonably likely to have an Earlychildhood Material Adverse Effect. Except as set forth in the Earlychildhood Disclosure Schedule, each Earlychildhood Material Contract that has not expired by its terms is in full force and effect, except for those contracts, the ineffectiveness of which would not reasonably be likely to have an Earlychildhood Material Adverse Effect and, if all of the consents, approvals, authorizations, filings, notifications and other actions listed with respect to such contract in the Earlychildhood Disclosure Schedule are obtained, taken or made, as applicable, such contract will continue, after the Effective Time, to be in full force and effect against the Company and, to the Knowledge of the Company, each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contractidentical terms. (c) To the knowledge of Earlychildhood or its Subsidiaries, none of the parties to any Earlychildhood Material Contract have terminated, or notified Earlychildhood or any of its Subsidiaries in writing of its intent to materially reduce or terminate its business relationship with Earlychildhood or any of its Subsidiaries in the future. (d) Neither of Earlychildhood nor any of its Subsidiaries have received written notice from any customer, or group of customers, that are under common ownership or control, and that accounted for a material percentage of the aggregate products and services furnished by Earlychildhood or any of its Subsidiaries since January 1, 1999 that such customer or group of customers has stopped or intends to stop purchasing Earlychildhood's or any of its Subsidiaries' products or services, nor has Earlychildhood or any of its Subsidiaries lost any supplier, or group of suppliers that are under common ownership or control, that accounted for a material percentage of the aggregate supplies purchased by Earlychildhood or any of its Subsidiaries since January 1, 1999. (e) As of the Effective Time, Earlychildhood will have terminated the Executive Management Agreement, dated as of May 5, 1999 by and between Earlychildhood and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and Sons, L.L.C., a Delaware limited liability company (the "Executive Management Agreement"), and, from and after the Effective Time, there will be no further obligations or liabilities, including payment obligations, outstanding or due thereunder. The Sellers have delivered fees payable to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and Sons, L.L.C. between the date hereof and the Effective Time pursuant to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material ContractExecutive Management Agreement shall not exceed $25,000 per month.

Material Contracts. (a) Section 4.14 of Except for this Agreement, the Disclosure Schedule sets forth a list of Company Benefit Plans, the following Contracts in effect Company Real Property Leases, the Company Subleases and agreements filed as of exhibits to the Company SEC Documents (including those that are filed with the SEC at any time prior to the date hereof to which the Company is a party (the “Material Contracts”): (i) all Contracts not fully performed providing for the performance and incorporated by reference thereto), as of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) all Contracts that require any Contract with any Top Company Customer or Top Company Vendor pursuant to which material payments are to be made or received by the Company or any of its Subsidiaries or material obligations of the Company or any of its Subsidiaries will remain outstanding after the date of this Agreement, other than with respect to purchase its total requirements of any commercial product or service from a Third PartyWarranties on customary terms; (iii) all Contracts providing for any Contract under which the Company or any of its Subsidiaries has continuing indemnification, earnout or similar obligations to or by any third person which are material to the Company and its Subsidiaries, taken as a whole, other than those entered into on customary terms in connection with the distribution, sale or license of the Company’s products in the Ordinary Course of Business and other than any such Contracts that may be cancelled without liability to the exclusive provider Company or its Subsidiaries upon notice of any product 90 days or service to any Personless; (iv) all Contracts that relate to any Contract concerning the acquisition or disposition divestiture of any business, a material amount entity or any business (or all or substantially all of stock or the assets of any other Person entity or any real property (whether by merger, sale of securities, sale of assetsbusiness), or otherwise)any investment in, or acquisition or divestiture of any security of, any entity, by the Company or any of its Subsidiaries under which the Company or any of its Subsidiaries has any material continuing obligations; (v) all Contracts with distributors any Contract for capital expenditures involving payments of more than $4,000,000 individually or $8,000,000 in the aggregate, by or on behalf of the Company or any of its Subsidiaries, for which reserves have not already been established in the financial statements of the Company and sales representativesits Subsidiaries; (vi) all Contracts any Contract which is material to the operations of the Company and its Subsidiaries, taken as a whole, involving a joint venture or strategic alliance or partnership agreement or other sharing of profits or losses with any Governmental Authorityperson; (vii) all Contracts that limit any Contract relating to indebtedness for borrowed money in an amount in excess of $5,000,000 individually; (viii) any Contract with any Top Company Customer or purport Top Company Vendor containing any, or, to limit the ability knowledge of the Company, any other material Contract containing any material, covenants, commitments, or other obligations by the Company or any of its Subsidiaries (A) not to compete with any person in a line of business or activity, (B) not to engage in any line of business or with any Person or activity in any geographic area location in a line of business, activity or during geographic location, (C) granting any period of timeexclusive rights to any third party, that restricts the ability of the Company (D) including “take or pay,” “sole source” or “requirements” obligations, (E) granting any “most favored pricing” or similar terms to do business with any Person or hire or solicit any Personthird party, or that restricts (F) otherwise prohibiting or limiting the right of the Company or its Subsidiaries to sell sell, distribute or manufacture any products or services or to purchase or purchase from otherwise obtain any Personsoftware, components, parts or subassemblies, in each case, other than any such Contracts (x) that may be cancelled without material liability to the Company or any of its Subsidiaries upon notice of 180 days or less, or that grants (y) which are not material to the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint ventureCompany and its Subsidiaries, partnership, or similar arrangement by the Companytaken as a whole; (ix) agreements which relate any Contract disclosed or required to Indebtedness (excluding, for be disclosed on Section 3.20(g) of the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business)Company Disclosure Letter; (x) mortgagesany Order or settlement or conciliation agreement entered into since January 1, pledges2018, other than (A) releases immaterial in nature and amount entered into with former employees or security agreements or similar arrangements constituting a Lien upon the assets or properties independent contractors of the CompanyCompany in the Ordinary Course of Business or (B) settlement agreements which would not require the Company to pay consideration in excess of $2,000,000; (xi) agreements any Contract evidencing an outstanding loan, advance or investment by the Company or any of its Subsidiaries to or in, any person (other than the Company or any other Subsidiary of the Company) of more than $5,000,000 in the aggregate (excluding trade receivables and advances to employees for normally incurred business expenses, each arising in the sale or purchase Ordinary Course of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000Business); (xii) each Material Government Contract (excluding any Government Contracts with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention universities or similar transaction bonus;institutions on customary and reasonable terms); and (xiii) any Contract not described above and pursuant to which the Company or any of its Subsidiaries has paid or received payments in excess of $5,000,000 in the most recent fiscal year, or is obligated to pay or entitled to receive payments in excess of $5,000,000 in the 12-month period following the date hereof, in each Contract case, other than (A) Contracts solely between the Company and a wholly owned (direct or among indirect) Subsidiary of the Company or solely between wholly owned (direct or indirect) Subsidiaries of the Company, (B) Contracts with customers, suppliers, vendors, or third-party service providers entered into in the Ordinary Course of Business on the one hand, and any Seller reasonable terms or any Affiliate (C) Government Contracts. Each contract of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingtypes referred to in clauses (i) through (xiii) above in existence as of the date of this Agreement is referred to herein as a “Company Material Contract.” (b) All Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Contracts are in full force and effect against Adverse Effect, (i) neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract and, to the Knowledge knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract, and (ii) each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violationfull force and effect, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and subject to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material ContractRemedies Exceptions. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans set forth on Section 4.14 3.9(a) of the Company Disclosure Schedule sets and the agreements filed as exhibits to the Company SEC Documents and except as set forth a list on Section 3.20 of the following Contracts in effect Company Disclosure Schedule, as of the date hereof of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) imposes any express restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of another person (other than any agreement related to a Company Takeover Proposal or that contains provisions prohibiting such disclosure), (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner, other than those contained in the Company Oil and Gas Leases, or (C) contains any minimum volume commitment to which the Company is a party (reasonably expects that the “Material Contracts”):Company and its Subsidiaries will be required to make annual payments in excess of $5 million or for longer than one year; (iiii) all Contracts not fully performed providing any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $30 million, except for any transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; (iv) any Contract that provides for the performance acquisition, disposition, license, use, distribution or outsourcing of services assets, services, rights or delivery properties (other than Company Oil and Gas Interests) with respect to which the Company reasonably expects that the Company and its Subsidiaries will be required to make annual payments in excess of goods $30 million; (v) any joint venture, partnership or materials limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than (A) any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries and (B) any customary joint operating agreements, unit agreements or participation agreements affecting the Company Oil and Gas Interests; (vi) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements, unit agreements, participation agreements and customary advances to operators of the Company Oil and Gas Interests not covered by a joint operating agreement, unit agreement or participation agreement, (B) any loan or capital contribution to, or investment in, the Company or one of its wholly owned Subsidiaries or (C) loans or advances to an officer, director or employee of the Company or any of its Subsidiaries that is less than $100,000 individually to such person and $500,000 in the aggregate; (vii) any contract that provides for the sale by the Company or any of its Subsidiaries of Hydrocarbons (A)(1) in excess of 7,500 barrels of oil equivalent of Hydrocarbons per day over a period of one month (calculated on a yearly average basis) or (2) for a remaining term greater than ten years or (B) which the Company reasonably expects that it will make aggregate payments in excess of $5 million in any of the next three succeeding fiscal years or $10 million over the life of the contract that, in the case of (A) and (B), has a remaining term of greater than 91 days and does not allow the Company or such Subsidiary to terminate it without penalty to the Company or such Subsidiary within 91 days; (viii) any agreement pursuant to which the Company or any of its Subsidiaries has paid amounts associated with any Production Burden in excess of $5 million during the immediately preceding fiscal year or with respect to which the Company reasonably expects that it will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $5 million per year; (ix) any agreement which is a joint development agreement, exploration agreement or acreage dedication agreement (excluding, in respect of each of the foregoing, customary joint operating agreements) that either (A) is material to the operation of the Company and which requires consideration to be furnishedits Subsidiaries, taken as a whole, or which (B) would reasonably be expected to require the Company and its Subsidiaries to make expenditures in excess of $15 million in the aggregate during the 12-month period following the date hereof; (x) any acquisition Contract that contains “earn out” or other contingent payment obligations (other than asset retirement obligations and plugging and abandonment obligations or customary indemnification obligations), that would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on payments in respect of such “earn out” or commencing on payment obligations after the date of this Agreement; (ii) all Contracts that require hereof by the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale its Subsidiaries in excess of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company;$15 million; and (xi) agreements each contract for the sale or purchase lease of personal property having a value individually, with respect to all sales or purchases thereunder, real property (other than the Company Oil and Gas Interests) involving payments in excess of $50,000; (xii) each Contract with 15 million in any director, officer, employee, calendar year or consultant aggregate payments in excess of $60 million that are not terminable without penalty or other liability to the Company on a full-time, part-time, consulting, or requiring the Company (other than any ongoing obligation pursuant to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Material Contracts are in full force and effect against the Company and, to the Knowledge of the Company, each other party thereto, in each case in accordance with the express terms thereof. There does such contract that is not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of caused by any such Material Contract. The Company has not received written notice that any party termination) within 60 days, other than contracts related to a Material Contract intends to cancel or terminate such Material Contractdrilling rigs. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the Disclosure Schedule sets forth a list of the following Contracts in effect as As of the date hereof to which hereof, neither the Company nor any Subsidiary is a party (the “Material Contracts”):to or bound by: (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or any agreement relating to the pharmacy benefit administration and management services business owned or operated by the Company and which requires consideration to be furnished, or which any of its Subsidiaries that would reasonably be expected to result generate net annualized revenues in consideration to be furnished, during the 12-month period either ending on or commencing on the date an amount in excess of this Agreement$5 million; (ii) all Contracts that require the Company to purchase its total requirements of any product material partnership, joint venture or service from a Third Partyother similar agreement or arrangement; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate agreement entered into after January 31, 2007 relating to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property business (whether by merger, sale of securitiesstock, sale of assets, assets or otherwise); (iv) any agreement for the purchase or sale of materials, supplies, goods, services, equipment or other assets providing for either annual payments by or to the Company and its Subsidiaries of $30 million or more that cannot be terminated on not more than 60 days’ notice without payment by the Company or any Subsidiary of any material penalty; (v) all Contracts any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) with distributors and sales representativesan aggregate committed or outstanding principal amount exceeding $10 million; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit agreement containing any provision or purport to limit covenant limiting in any material respect the ability of the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries) to compete (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 in any geographic area or during any period of time, that restricts limiting the ability of any Person to provide products or services to the Company to do business with or any Person or hire or solicit any Personof its Subsidiaries (or, or that restricts after the right consummation of the Company to sell to or purchase from any PersonMerger, or that grants Parent, the other party Surviving Corporation or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of businesstheir respective Subsidiaries); (xvii) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of agreement between the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Companyof its Subsidiaries, on the one hand, and any Seller Affiliate, director or officer (or, to the Company’s knowledge, any Affiliate of any Seller their respective Affiliates), on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Material Contracts are in full force and effect against the Company and, to the Knowledge of the Company, each other party thereto, hand in each case of the type and amount that would be required to be disclosed in accordance with the express terms thereof. There does Company’s annual proxy statement under Item 404 of Regulation S-K under the 1933 Act that has not exist under been previously disclosed in the Company SEC Documents; or (viii) any Material Contract agreement that requires annual payments in excess of $5 million or is otherwise material containing any material violationprovision pursuant to which the execution, breach delivery and performance of this Agreement, or event the consummation of the transactions contemplated hereby, would require any consent or other action by any Person thereunder, constitute a default, or alleged material violation, breach, or an event of default, or event or condition that, after with or without notice or lapse of time or both, would constitute a material violationdefault, breachthereunder, or event cause or permit the termination, cancellation, acceleration or other change of default thereunder on any right or obligation or the part loss of any benefit to which the Company or any of its Subsidiaries is entitled thereunder. (b) Except for breaches, violations or defaults which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each contract disclosed or required to be disclosed in Section 5.20 of the Company includingDisclosure Schedule (each, without limitationa “Material Contract”) is valid and in full force and effect and (ii) neither the Company nor any of its Subsidiaries, in connection with any Indebtedness. The Company has not, and nor to the Knowledge of the Company no Company’s knowledge any other party to any Material Contract hasContract, repudiated has violated any provision of, or taken any action which, with or without notice, lapse of any time, or both, would constitute a default under the provisions of such Material Contract. The , and neither the Company nor any of its Subsidiaries has not received written notice that it has breached, violated or defaulted under, or providing for the termination of, any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 Schedule 4.18(a) of the Company Disclosure Schedule Letter, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete list (but excluding any Company Plan), as of the entry into this Agreement, of the following Contracts in effect as of the date hereof contracts to which the Company or any of its Subsidiaries is a party (the “Material Contracts”):party: (i) all Contracts not fully performed providing for each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this AgreementExchange Act); (ii) all Contracts each agreement or Organizational Document of the Company or any of its Subsidiaries that would, on or after the Closing Date, prohibit or restrict the ability of the Company or Parent or any of their respective Subsidiaries (including the Surviving Corporation and its Subsidiaries) to declare and pay dividends or distributions with respect to their capital stock, pay any Indebtedness for borrowed money, obligations or Liabilities from time to time owed to Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries), make loans or advances to Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries); (iii) each contract that contains covenants that limit the ability of the Company or any of its Affiliates to compete in any business or with any person or in any geographic area or distribution or sales channel, or to sell, supply or distribute any service or product, in each case, that could reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole; (iv) each contract that (A) provides for material exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires the Company or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Company and its Subsidiaries taken as a whole and (2) may not be terminated (including such restrictive provisions) by the Company or its Subsidiaries on less than 90 days’ notice without payment by the Company or any of its Subsidiaries of any material penalty; (v) each contract with a remaining term of more than one year from the date hereof that could require the Company Surviving Corporation or any of its Affiliates to purchase all (or a specified portion of) its total requirements of any product or service from a Third Party; third party or that contains “take or pay” provisions and which (iiiA) all Contracts providing for is expected to involve the payment of an amount in excess of $25 million in the aggregate during the fiscal year ending December 31, 2024 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by the Company to be or its Subsidiaries on less than 90 days’ notice without payment by the exclusive provider Company or any of its Subsidiaries of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representativespenalty; (vi) all Contracts with each agreement evidencing any Governmental AuthorityIndebtedness for borrowed money having an outstanding principal amount or outstanding commitments in excess of $25 million; (vii) all Contracts that limit any coal supply agreement or purport purchase order or commitment to limit sell or offer to sell coal, (A) with a remaining term of more than three years from the ability later of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability commencement of the Company to do business with any Person or hire or solicit any Person, or that restricts the right term of the agreement and the date hereof (or, if the contract is entered into after the date of this Agreement, three years from the later of the commencement of the term of the agreement and the date the contract is entered into), (B) under which the aggregate amounts to be paid by the Company and its Subsidiaries over the remaining term of such agreement, order or commitment would reasonably be expected to sell exceed $100 million or (C) under which the aggregate amounts to be received by the Company and its Subsidiaries over the remaining term of such agreement, order or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rightscommitment would reasonably be expected to exceed $100 million; (viii) all Contracts for any joint venturethat is a contractual royalty, partnershipproduction payment, net profits, earn-out or similar arrangement by contract on a material property of such Party that has a value or expected value in excess of $5 million from the Companydate hereof, excluding, however, any of the foregoing payable pursuant to any instrument with respect to Company Real Property; (ix) agreements which relate each contract relating to Indebtedness the disposition or acquisition by the Company or any of its Subsidiaries of any material business or any material amount of assets (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made other than in the ordinary course of business)Ordinary Course) with obligations remaining to be performed or Liabilities continuing after the entry into this Agreement; (x) mortgageseach contract involving any exchange traded, pledgesover-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or security agreements any other derivative financial instrument or similar arrangements constituting contract including commodities, in each case, with a Lien upon notional amount exceeding $100 million and a term of at least three years from the assets entry into the instrument or properties contract, in each case, other than contracts for the purchase and sale of coal, diesel fuel and ANFO (ammonium nitrate and fuel oil) and contracts entered into as a hedging activity in the Ordinary Course consistent with the Company’s past practice and internal policy guidelines; (xi) agreements for any joint venture, partnership or similar organizational contract involving a sharing of profits or losses by the sale Company or purchase any of personal property having its Subsidiaries (or any contract, agreement or understanding involving any joint venture partner or any of its affiliates that relates to the applicable joint venture or the assets thereof) other than any contract entered into in the Ordinary Course which would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a value individually, with respect to all sales or purchases thereunder, in excess of $50,000;whole; and (xii) each Contract with any directorcontract to which the Company or any of its Subsidiaries is party granting to any Person an option, officer, employee, right of first offer or consultant right of first refusal to purchase or acquire any assets of the Company on a full-time, part-time, consulting, or requiring any of its Subsidiaries (other than any purchase option for additional coal volumes or any contract entered into in the Ordinary Course which would not reasonably be expected to be material to the Company to pay severance or separation paymentsand its Subsidiaries, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingtaken as a whole). (b) All Material Contracts are Collectively, the contracts set forth in full force and effect against Section 4.18(a), whether or not set forth in the Company Disclosure Letter, are referred to in this Agreement as the “Company Contracts.” A complete and correct copy of each of the Company Contracts has been made available to Parent (provided that order forms, purchase orders and statements of work, in each case, that do not contain any restrictive covenants or other material terms need not be made available pursuant to this sentence, but shall nonetheless constitute Company Contracts). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and, to the Knowledge knowledge of the Company, each other party thereto, and is in each case full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as has not had and would not reasonably be expected to have, individually or in accordance the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder, and no event has occurred that with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, the giving of notice or both would constitute a material violation, breach, or event of default thereunder on by the part Company or its Subsidiaries, or, to the knowledge of the Company includingCompany, without limitationany other party thereto. As of the entry into this Agreement, in connection with any Indebtedness. The Company has notthere are no disputes pending or, and to the Knowledge knowledge of the Company, Threatened with respect to any Company no Contract and neither the Company nor any of its Subsidiaries has received any notice of the intention of any other party to any Material Company Contract hasto terminate for default, repudiated convenience or otherwise any provision Company Contract, nor to the knowledge of the Company, is any such Material Contract. The Company party threatening to do so, in each case except as has not received written notice that any party had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Contract intends to cancel or terminate such Material ContractAdverse Effect. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the Disclosure Schedule 10.5(a) sets forth a an accurate and complete list of the following Contracts in effect as of the date hereof to which the Company ▇▇▇ or any of its Subsidiaries is a party (the “Material Contracts”):or by which any of them are bound: (i) all Contracts not fully performed providing relating to capital expenditures or other purchases of material, supplies, equipment or other assets or properties (other than purchase orders for inventory or supplies in the performance ordinary course of services or delivery business) in excess of goods or materials by or to the Company and which requires consideration to be furnished$10,000 individually, or which would reasonably be expected to result $100,000 in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreementaggregate; (ii) all Contracts that require the Company to purchase involving Indebtedness of ▇▇▇ or any of its total requirements of any product or service from a Third PartySubsidiaries; (iii) all Contracts providing for the Company to be the exclusive provider granting or evidencing a Lien on any properties or assets of ▇▇▇ or any product or service to any Personof its Subsidiaries, other than a Permitted Lien; (iv) all Contracts that relate to the acquisition any management service, consulting, financial advisory or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise)similar type Contract; (v) all Contracts limiting the ability of ▇▇▇ or any of its Subsidiaries to engage in any line of business or to compete with distributors and sales representativesany Person; (vi) all Contracts (other than this Agreement and any agreement or instrument entered into pursuant to this Agreement) with (A) LEG, any Governmental Authorityother Affiliate of ▇▇▇ or any Affiliate of LEG (other than the Corporation or one of its Subsidiaries) or (B) any current or former officer or director of the Corporation or any of its Subsidiaries; (vii) all Contracts that limit involving leases or purport subleases of personal property to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party which ▇▇▇ or any third person “most favored nation” status of its Subsidiaries is a party (as lessee or any type lessor) and involving an annual base rental payment in excess of special discount rights$10,000; (viii) all Contracts for involving $10,000 or more which are not cancelable by ▇▇▇ or any joint venture, partnership, of its Subsidiaries without penalty on thirty (30) days or similar arrangement by the Company;less notice; or (ix) agreements which relate all other Contracts that are material to Indebtedness (excluding, for the avoidance business of doubt, Contracts evidencing liabilities with respect to deposits ▇▇▇ and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting its Subsidiaries taken as a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingwhole. (b) All Material Contracts are Each Contract set forth on Schedule 10.5(a) (or required to be set forth on Schedule 10.5(a)) is in full force and effect against and there exists no (i) default or event of default by ▇▇▇ or any of its Subsidiaries or, to the Company knowledge of LEG, any other party to any such contract with respect to any material term or provision of any such Contract or (ii) event, occurrence, condition or act (including the consummation of the transactions contemplated hereby) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by ▇▇▇ or any of its Subsidiaries or, to the knowledge of LEG, any other party thereto, with respect to any material term or provision of any such Contract. Neither the Corporation nor any Subsidiary is currently in violation of any of the material terms or conditions of any contract or agreement set forth on Schedule 10.5(a) (or required to be set forth on Schedule 10.5(a)) and, to the Knowledge knowledge of LEG all of the Company, each covenants to be performed by any other party thereto, thereto have been fully performed in each case in accordance with the express terms thereofall material respects. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company LEG has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, RGB true and complete copy of each written Material Contractcopies, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material ContractContract set forth on Schedule 10.5(a).

Material Contracts. (ai) Section 4.14 Except for this Agreement and except for Contracts filed as exhibits to such Party’s Reports, as of the date of this Agreement, Section 4.2(s) of the Company Disclosure Schedule Letter or Section 4.2(s) of the Parent Disclosure Letter, as applicable, sets forth a list all of the following Contracts in effect as of the date hereof to which the Company such Party or any of its Subsidiaries is a party (the “Material Contracts”):or bound: (iA) all any Contract that cannot be terminated on less than 90 days’ notice without material payment or penalty and that is reasonably likely to require, during the remaining term of such Contract, annual payments to or from such Party and its Subsidiaries of more than $1,000,000 (in the case of the Company) or €3,000,000 (in the case of Parent), other than Contracts not fully performed providing for of the performance type described in Section 4.2(s)(i)(B) and/or Section 4.2(s)(i)(D); (B) any Contract with such Party’s top 10 suppliers based upon dollar (in the case of services the Company) or delivery euro (in the case of goods Parent) volume during the most recently completed fiscal year; (C) any partnership, limited liability company, joint venture or materials by or other similar Contract relating to the Company and which requires consideration formation, creation, management or control of any partnership or joint venture that is material to be furnished, such Party; (D) any Contract (other than solely among Subsidiaries of such Party) relating to Indebtedness in excess of $5,000,000 (in the case of the Company) or which €15,000,000 (in the case of Parent); (E) any acquisition Contract that contains “earn-out” or other similar contingent payment obligations that would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person future payments by such Party or any real property of its Subsidiaries in excess of $1,000,000 (whether by merger, sale in the case of securities, sale the Company) or €3,000,000 (in the case of assets, or otherwiseParent); (vF) all Contracts any Contract containing any “non-compete,” exclusivity, right of first refusal, right of first offer or similar agreement that restricts or purports to restrict (or, after the Closing, would restrict Parent or any of its Subsidiaries), in any material respect, the types of products permitted to be sold by such Party, distribution channels through which certain products may be sold by such Party, or the manner in which such Party may conduct any material line of business (other than agreements with distributors and sales representativesrespect to real property or any marketing agreement relating to cross-promotional campaigns with third parties made in the ordinary course of business consistent with past practice); (viG) all Contracts with other than agreements described in Section 4.2(s)(i)(A), any Governmental AuthorityContract entered into since December 31, 2013 relating to the disposition or acquisition by such Party or any of its Subsidiaries of capital stock, business, assets or properties for an amount of cash (or value of non-cash consideration) in excess of $5,000,000 (in the case of the Company) or €15,000,000 (in the case of Parent); (viiH) all Contracts that limit any Contract containing a “key man” default or purport to limit the ability of the Company to compete in any line of business similar provision, or with any Person respect to which material rights or obligations of a Party may be terminated, accelerated and/or modified in any geographic area or during any period a manner adverse to such Party in the event of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person a “most favored nationkey man” status or any type of special discount rightsdeparture; (viiiI) all Contracts for any joint venture, partnership, Contract evidencing or similar arrangement by the Companyotherwise relating to a Related Party Transaction; (ixJ) agreements which relate to Indebtedness (excluding, for any Contract prohibiting the avoidance payment of doubt, Contracts evidencing liabilities with dividends or distributions in respect to deposits and accounts, trade payables, letters of creditthe capital stock or other equity interests of such Party or any of its wholly owned Subsidiaries, or capital leases made prohibiting the pledging of the equity interests of such Party or any of its wholly owned Subsidiaries; (K) any Contract that is a license agreement pursuant to which such Party or any of its Subsidiaries licenses in any Intellectual Property or licenses out any Intellectual Property owned by such Party or its Subsidiaries, in each case to the extent such Intellectual Property is material to such Party and its Subsidiaries (excluding license agreements for commercially available software or hardware on standard terms and distribution and sales agreements entered into in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xivL) all Contracts to enter into any material Contract that contains a “most favored nation” or any similar term for the benefit of a third party (each Contract constituting any of the foregoingforegoing types of Contract described in clauses (A) – (K) above and this clause (L), together with Contracts filed as exhibits to such Party’s Reports, in each case including all amendments, exhibits and schedules to each such Contract from time to time, is referred to in this Agreement as a “Material Contract”). (bii) All Except for expirations in the ordinary course of business in accordance with the terms of such Material Contracts Contract, each Material Contract to which such Party or any of its Subsidiaries is a party, or by which any of them are in full force bound, is valid and effect against the Company binding on such Party or its Subsidiaries, and, to the Knowledge of the Companysuch Party, each other party thereto, is in each case full force and effect and, subject to the General Enforceability Exception, enforceable against such Party and its Subsidiaries party thereto in accordance with the express terms thereofits terms. There does not exist is no default under any such Material Contract any material violation, breach Contracts by such Party or event of defaultits Subsidiaries, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of such Party, any other party thereto. Since December 31, 2015, there has been no termination, cancellation or material curtailment of the Company no party to business relationship of such Party or any Material Contract has, repudiated of its Subsidiaries with any provision of any such Material Contract. The Company has not received written notice that any third party to a Material Contract intends Contract, nor has any such third party provided such Party or any of its Subsidiaries with written notice of an intent to so terminate, cancel or terminate materially curtail its business relationship with such Material ContractParty or any of its Subsidiaries. The provisions of this Section 4.2(s) shall not apply to any Company Real Property Lease or any Parent Real Property Lease, which are expressly covered by the provisions of Section 4.2(l) above. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the Disclosure Schedule sets forth a list of the following Contracts Except as disclosed in effect as of the date hereof to which the Company Regulatory Reports or described on Schedule 3.15 to the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party (the “Material Contracts”):to any agreement or understanding described below: (i) all Contracts any agreement, arrangement or commitment not fully performed providing for made in the performance ordinary course of services or delivery of goods or materials by or business consistent with past practices that is material to the Company and which requires consideration to be furnishedon a consolidated basis, or which would reasonably be expected any contract, agreement or understanding relating to result in consideration to be furnished, during the 12-month period either ending on sale or commencing on disposition by the date Company or any Company Subsidiary or any significant assets or businesses of this Agreementthe Company or any Company Subsidiary; (ii) all Contracts that require any material agreement, indenture, credit agreement or other instrument relating to the borrowing of money by the Company to purchase its total requirements or any Company Subsidiary (other than certificates of deposit and customary deposit instruments) or the guarantee by the Company or any such Company Subsidiary of any product or service from a Third Partysuch obligation; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to contract containing covenants which limit the ability of the Company or any Company Subsidiary to compete in any line of business or with any Person person or which involve any restriction in any geographic the geographical area in which, or during any period of timemethod by which, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of and the Company to sell to Subsidiaries may carry on their respective businesses (other than as may be required by law or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of businessapplicable regulatory authority); (xiv) mortgages, pledges, any other contract or security agreements or similar arrangements constituting a Lien upon the assets or properties of agreement that would be required to be disclosed as an exhibit to the Company's Annual Report on Form 10-K and which has not been so disclosed; (xiv) agreements any agreement or understanding which obligates the Company or any Company Subsidiary for the sale or purchase a period in excess of personal property having one year, which has a value individually, with respect to all sales or purchases thereunder, in excess of $50,000500,000, to purchase, sell or provide services, materials, supplies, merchandise, facilities or equipment and which is not terminable without penalty on not more than thirty (30) days notice; (xiivi) each Contract any agreement or understanding of any kind, except for deposit relationships or loans made prior to January 1, 1996, with any director, officer, employee, current director or consultant executive officer of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller Bank or any Non-Bank Subsidiary or with any Affiliate thereof or any member of the Immediate Family of any Seller on the other handsuch director or executive officer; andor (xivvii) all Contracts to enter into any material agreement or understanding which would be terminable by any other party other than the Company, the Bank or any Non-Bank Subsidiary as a result of the foregoingconsummation of the transactions contemplated by this Agreement. (b) All Material Contracts are True and correct copies of all documents identified in full force and effect against Schedule 3.15 to the Company and, Disclosure Schedule have been delivered to Purchaser prior to the Knowledge of the Company, each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contractdate hereof. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the Disclosure Schedule 4.9 sets forth a list of the following types of Contracts in effect as of the date hereof to which the Company is a party (collectively, the “Material Contracts”):) to which either of the Companies is a party or by which any of its properties or assets are bound: (i) all Contracts not fully performed providing for that relate to the performance sale of services or delivery any of goods or materials by such Company’s assets, other than in the Ordinary Course of Business, or to the acquisition by such Company and which requires consideration to be furnished, of capital equipment or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreementfixed assets; (ii) all Contracts that require the Company relate to purchase its total requirements such Company’s acquisition of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or fifty percent (50%) or more of the assets of any other Person or any real property (whether by merger, sale of securitiesstock, sale of assets, assets or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (viiiii) all Contracts that limit or purport to limit the ability of the such Company to compete in any line of business or with any Person or in any geographic area or during any period of time; (iv) all Contracts providing for indemnification by such Company, except for any such Contract that restricts is (A) entered into in the ability Ordinary Course of Business or (B) entered into in connection with the purchase or sale of any entity or business; (v) all Contracts relating to any Indebtedness; (vi) all Contracts relating to the employment of any Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party Employee or any third person “most favored nation” status other consulting, sales agency, sales representative or any type of special discount rightsindependent contractor agreement; (vii) the Real Property Leases; (viii) all Contracts for any joint venturebroker, partnershipdistributor, or similar arrangement by the Companydealer, manufacturer’s representative, franchise, agency, marketing and advertising Contracts; (ix) agreements which relate other than and excluding licenses for generally available commercial Software products supplied under end user licenses, any licenses, sublicenses and other material Contracts (including any right to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect receive or obligation to deposits and accounts, trade payables, letters of credit, pay royalties or capital leases made in the ordinary course of business)any other consideration) relating to Intellectual Property; (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Companyall collective bargaining Contracts; (xi) agreements for the sale all Contracts with a Top Customer or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000Top Supplier; (xii) each Contract with any director, officer, employee, all customer or consultant vendor purchase orders the performance of which are reasonably expected to involve consideration in excess of $50,000 after the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonusClosing; (xiii) each Contract between all outstanding powers-of-attorney or among the Company, on the one hand, and similar powers granted by such Company for any Seller or any Affiliate of any Seller on the other hand; andpurpose whatsoever; (xiv) all Affiliate Arrangements; and (xv) any other Contracts the performance of which is reasonably expected to enter into any result in future payments to or by such Company in excess of the foregoing$50,000 per annum. (b) All Except as set forth on Schedule 4.9(b), neither of the Companies nor, to such Seller Party’s Knowledge, any other party, is in, or has received written notice of, any violation or breach of or default under (including any condition that with the passage of time or the giving of notice would cause such a violation or default under) any Material Contracts are Contract. Each Material Contract is a valid and binding agreement of the applicable Company, and is in full force and effect effect, and is enforceable against the Company such Company, and, to the Knowledge of the Companysuch Seller Party’s Knowledge, each other party thereto, in each case in accordance with its terms, except as limited by the express terms thereofEnforceability Exceptions. There does not exist under Neither Company nor, to such Seller Party’s Knowledge, any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company other party has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate which such Material Contract. (c) The Sellers have delivered to the Purchaser Company is a true, correct, and complete party. A copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material ContractContract has been made available to Buyer.

Material Contracts. (a) Section 4.14 3.20(a) of the Company Disclosure Schedule sets forth a list of the following Contracts in effect lists all written and oral contracts, agreements, guarantees, leases, and executory contracts that exist as of the date hereof to which the Company or any of its Subsidiaries is a party or by which it is bound, other than those contracts that are filed as exhibits to the SEC Reports filed and publicly available prior to the date of this Agreement (the “Material "Filed Contracts”): "), that (i) all Contracts not fully performed providing for are required to be filed as an exhibit to an SEC Report, (ii) materially restrict or would materially restrict the performance ability of services or delivery of goods or materials by or the Company, Parent (after giving effect to the Company and which requires consideration to be furnished, consummation of the Merger) or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on any of their respective Subsidiaries from competing or commencing otherwise conducting their respective businesses substantially as such businesses are conducted on the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements of any product , or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability contain minimum annual purchase requirements of the Company or its Subsidiaries of $1,000,000 or more, and which have a term of more than one year and cannot be cancelled on less than 90 days notice without a material penalty or other material financial cost to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; its Subsidiaries (viii) all the contracts so described and the Filed Contracts for any joint venture, partnership, or similar arrangement by are referred to herein collectively as the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business"Contracts"); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Material Contracts are in full force and effect against Neither the Company and, nor any of its Subsidiaries has received any notice from Sears to the Knowledge effect, or has otherwise been advised by Sears, that Sears will not renew or will terminate its licensing arrangements with the Company and its Subsidiaries with respect to one-third or more of the Companythen current total number of the Sears stores in which the Company has a licensed department and the stores in which it holds a license to use the Sears name. As of the date of this Agreement, each other party thereto, in each case in accordance neither the Company nor any of its Subsidiaries has received any notice from BJ's that it will not renew or will terminate its overall licensing arrangements with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contractits Subsidiaries. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 Except for this Agreement, any Employee Plans and the Contracts filed as exhibits to the Company SEC Documents that are available as of the date of this Agreement, Section 4.21(a) of the Company Disclosure Schedule sets forth Letter contains a list complete and correct list, as of the date of this Agreement, of each of the following Contracts in effect as of the date hereof to which the Company or any of its Subsidiaries is a party (or which bind their respective properties or assets, and except as provided in this Section 4.21(a), to the “Material Contracts”):extent that any such Contract is to be performed in whole or in part or is a Contract under which the Company or its Subsidiaries has any material obligations after the date hereof: (i) all Contracts not fully performed providing for the each Contract that involves performance of services or delivery of goods goods, products or materials developmental, consulting or other services commitments by the Company or any of its Subsidiaries, that provided for payments to the Company and which requires consideration to be furnishedor any of its Subsidiaries of $6,000,000 or more in the Company’s fiscal year ended December 26, 2020, or which would is reasonably be expected to result in consideration to be furnishedsuch payments in the Company’s current fiscal year, during other than Contracts terminable by the 12-month period either ending Company or one of its Subsidiaries on no more than 120 days’ notice without liability, payment or commencing ongoing obligation on the date part of this Agreementthe Company or any of its Subsidiaries; (ii) all Contracts each Contract that require involves performance of services or delivery of goods, materials, supplies or equipment or developmental, consulting or other services commitments to the Company or any of its Subsidiaries, or the payment therefor by the Company or any of its Subsidiaries, and that provided for payments by the Company of $6,000,000 or more in the Company’s fiscal year ended December 26, 2020, or is reasonably expected to purchase result in such payments in the Company’s current fiscal year, other than Contracts terminable by the Company or one of its total requirements Subsidiaries on no more than 120 days’ notice or in connection with an annual renewal without liability, payment or ongoing obligation on the part of the Company or any product or service from a Third Partyof its Subsidiaries; (iii) all Contracts providing for each Contract that contains any provisions restricting the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, its Subsidiaries from competing or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete engaging in any activity or line of business or with any Person or in any geographic area or during pursuant to which any period benefit or right is required to be given or lost as a result of timeso competing or engaging or which, that restricts pursuant to its terms, is reasonably expected to have such effect after the ability Closing solely as a result of the Company to do business with any Person or hire or solicit any Person, or that restricts the right consummation of the transactions contemplated hereby, except for such restrictions that are not material to the Company or its Subsidiaries, taken as a whole; (iv) each material Contract that (A) grants any exclusive rights to sell any Third Party, including any exclusive license or supply or distribution agreement or other exclusive rights or which, pursuant to its terms, would reasonably be expected to have such effect after the Closing solely as a result of the consummation of the transactions contemplated hereby, (B) grants any rights of first refusal or rights of first negotiation to any Third Party with respect to any product, service or Company Intellectual Property, (C) contains any provision that requires the purchase of all or any portion of the Company’s or any of its Subsidiaries’ requirements from any Person, Third Party or that (D) grants the other party or any third person “most favored nation” status or any type rights, except in the case of special discount rightseach of clauses (A), (B), (C) and (D) for such rights and provisions that are not material to the Company and its Subsidiaries, taken as a whole; (viiiv) all Contracts for each material Contract pursuant to which the Company or any joint venture, partnership, of its Subsidiaries is granting or similar arrangement by the Company; is granted any license to Intellectual Property (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made other than nonexclusive licenses granted in the ordinary course of business), except for (a) Contracts with current and former employees, contractors, or consultants of the Company or any of its Subsidiaries, (b) nondisclosure agreements, (c) licenses for open source software, (d) non-exclusive licenses to available commercial software and (e) any other agreements that are not material to the Company and its Subsidiaries, taken as a whole; (vi) each Contract relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (A) with an available principal amount (whether or not such available principal amount is outstanding) not exceeding $6,000,000 or (B) between or among any of the Company and its Subsidiaries; (vii) each Contract under which the Company or any of its Subsidiaries has, directly or indirectly, made any loan, capital contribution to, or other investment in, any Person (except for the Company or any of its Subsidiaries), other than (A) extensions of credit in the ordinary course of business and (B) investments in marketable securities in the ordinary course of business; (viii) each Contract under which the Company or any of its Subsidiaries has any obligations (including indemnification obligations) which have not been satisfied or performed (other than confidentiality obligations) relating to the acquisition or disposition of all or any portion of any business or the assets or properties of any business (whether by merger, sale of shares, sale of assets or otherwise) for consideration in excess of $10,000,000, except for acquisitions or dispositions of inventory, properties and other assets in the ordinary course of business; (ix) each partnership, joint venture or other similar Contract or arrangement that is material to the Company and its Subsidiaries, taken as a whole; (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between the Company or among the Companyany of its Subsidiaries, on the one hand, and any Seller current director or officer of the Company or any Affiliate Person (or any of any Seller their Affiliates) beneficially owning five percent or more of the Company Stock or OpCo Units, on the other hand, except for any commercial Contracts entered into on arm’s length terms in the ordinary course of businesses and except for any Employee Plans; (xi) each Contract entered into since January 1, 2021 in connection with the settlement or other resolution of any Action under which the Company or any of its Subsidiaries have any material continuing obligations, liabilities or restrictions, or that involved payment (or an obligation to make a payment) by the Company or any of its Subsidiaries of more than $6,000,000; (xii) each Contract or agreement with any Governmental Authority under which the Company or any of its Subsidiaries received payments in excess of $6,000,000 in the Company’s fiscal year ended December 26, 2020, or is reasonably expected to result in such payments in the Company’s current fiscal year; (xiii) each Contract required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K under the 1933 Act; and (xiv) all Contracts each Contract that commits the Company or its Subsidiaries to enter into any Contracts of the foregoingtypes described in the foregoing clauses (i) through (xiv). (b) All Except as would not reasonably be expected to have, individually or in the aggregate, a Material Contracts are Adverse Effect on the Company, as of the date hereof, each Contract filed as an exhibit to the Company SEC Documents or required to be disclosed in Section 4.21(a) of the Company Disclosure Letter or of such type entered into after the date of this Agreement (each, a “Material Contract”) (unless it has terminated or expired (in each case according to its terms)) is in full force and effect against and is a legal, valid and binding agreement of the Company or its Subsidiary, as the case may be, and, to the Knowledge knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case case, in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. Neither the express terms thereof. There does not exist Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party is in breach of or in default under any Material Contract any material violationContract, breach or and no event of default, or alleged material violation, breach, or event of default, or event or condition has occurred that, after notice or with the lapse of time or the giving of notice or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company includingby any party thereto, without limitation, in connection with any Indebtedness. The Company has except for such breaches and defaults which would not, and individually or in the aggregate, reasonably be expected to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to have a Material Contract intends to cancel or terminate such Material ContractAdverse Effect. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 All material Contracts to which Company or any Subsidiary is a party or any of their respective properties or assets is subject that are required to be filed as an exhibit to any Available Company SEC Document have been filed as an exhibit to such Available Company SEC Document (such filed Contracts, the Disclosure "Filed Contracts"). Schedule sets forth 3.13(a) lists all Contracts, other than the Filed Contracts, to which Company or any of its Subsidiaries is a list party and which fall within any of the following Contracts in effect as of categories (together with the date hereof to which Filed Contracts, the Company is a party (the “"Material Contracts”): "): (i) all material Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made entered into in the ordinary course of business); ; (xii) mortgagesjoint venture, pledgespartnership and like agreements involving a sharing of profits, losses, costs or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; liabilities; (xiiii) agreements Real Property Leases; (iv) Contracts relating to any outstanding commitment for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, capital expenditures in excess of $50,000; (xii) each Contract with any director, officer, employee, 100,000 or consultant of the which provided for payments to or from Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention Subsidiary in excess of $100,000 in the aggregate over the life of such Contract; (v) indentures, mortgages, promissory notes, loan agreements, guarantees, letter of credit or similar transaction bonus; (xiii) each Contract between other agreements, instruments or among the Company, on the one hand, and any Seller Indebtedness of Company or any Affiliate of its Subsidiaries or commitments for the borrowing or the lending by Company or any of its Subsidiaries of amounts in excess of $50,000 or providing for the creation of any Seller on the other hand; and (xiv) all Contracts to enter into Lien upon any of the foregoingassets of Company or any of its Subsidiaries; (vi) any non-competition agreement or any other agreement or obligation that purports to limit in any respect the manner in which, or the localities in which, the business of Company or the Subsidiaries may be conducted; (vii) any Contract that by its express terms would prohibit or materially delay the consummation of the Merger or any of the Transactions contemplated by this Agreement; (viii) any collective bargaining agreement; (ix) any material Contracts pertaining to Intellectual Property (excluding Contracts for commercially available off-the-shelf software); and (x) any agreement for the sale of significant assets out of the ordinary course of business. (b) All the Material Contracts are valid and in full force and effect, except to the extent they have previously expired or terminated in accordance with their terms and except for any invalidity or failure to be in full force and effect against that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of Company and, to the Knowledge or any Subsidiary is in violation of the Company, each other party thereto, in each case in accordance or default (with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after without notice or lapse of time or both, would constitute a material violation, breach) under, or event of default thereunder on has waived or failed to enforce any rights or benefits under, any Material Contract, except for violations, defaults, waivers or failures to enforce rights or benefits that individually or in the part of the Company including, without limitation, in connection with any Indebtednessaggregate would not reasonable be expected to have a Material Adverse Effect. The Company has not, and to To the Knowledge of the Company Company, no other party to any Material Contract hasis in breach thereof or default thereunder, repudiated any provision of any such except for breaches or defaults that individually or in the aggregate would not reasonably be expected to have a Material ContractAdverse Effect. The Company has not received written notice that any party made available to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, Parent true and complete copy copies of each written Material Contract, including all amendments, waivers, supplements, or modifications material amendments thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the Disclosure Schedule 5.13(a) sets forth a list all of the following Contracts in effect as of the date hereof to which the Company or any of the Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”): (i) all Contracts not fully performed providing for the performance with any Stockholders or any current officer or director of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during any of the 12-month period either ending on Subsidiaries or commencing on any Affiliate (other than a Subsidiary) of the date Company or any of this Agreementthe Stockholders; (ii) all Contracts that require with any labor union or association representing any employee of the Company to purchase its total requirements or any of any product or service from a Third Partythe Subsidiaries; (iii) all Contracts providing for the Company to be the exclusive provider sale of any product of the assets of the Company or service to any Personof the Subsidiaries other than in the Ordinary Course of Business; (iv) all Contracts that relate relating to the acquisition by the Company or disposition any of the Subsidiaries of any business, a material amount of operating business or the capital stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise)Person; (v) all Contracts with distributors and sales representativesrelating to the incurrence of Indebtedness, or the making of any loans; (vi) all Contracts with any Governmental Authorityfor joint ventures, strategic alliances or partnerships; (vii) all Contracts that limit or purport to limit the ability containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any Person person in any geographical area or covenants of any other person not to compete with the Company or any of the Subsidiaries in any line of business or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rightsgeographical area; (viii) all Contracts for under which the Company or any joint venture, partnership, of the Subsidiaries has made advances or similar arrangement by the Companyloans to any other Person; (ix) agreements which relate to Indebtedness (excludingContracts providing for severance, for the avoidance of doubtretention, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, change in control or capital leases made in the ordinary course of business)other similar payments; (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements Contracts for the sale or purchase employment of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company individual on a full-time, part-time, consulting, time or requiring the Company to pay severance consulting or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other handbasis; and (xivxi) all Contracts to enter into outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the foregoingSubsidiaries. (b) All Material Contracts are in full force and effect against Neither the Company and, to the Knowledge nor any Subsidiary has received any written notice of the Company, each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach default or event of default, or alleged material violation, breach, or event of default, or event or condition that, after that with notice or lapse of time time, or both, would constitute a material violation, breach, or event of default thereunder on the part of by the Company including, without limitation, in connection with and the Subsidiaries under any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, except for such defaults that are no longer continuing or modifications thereto, along with would not reasonably be expected to have a summary of each of the material terms of each oral Material ContractAdverse Effect.

Material Contracts. (a) Except as filed as exhibits to the Company SEC Documents, Section 4.14 of the Company Disclosure Schedule sets forth a list of the following Contracts in effect as of the date hereof each Contract to which the Company or any of the Company Subsidiaries is a party (or by which any of the “Material Contracts”): (i) all Contracts not fully performed providing for the performance Company, any of services or delivery of goods or materials by or to the Company and which requires consideration to be furnishedSubsidiaries, or which would reasonably be expected to result in consideration to be furnishedany of their respective properties or assets are bound, during the 12-month period either ending on or commencing on which, as of the date of this Agreement: (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) all Contracts that require the Company to purchase its total requirements involves annual expenditures in excess of any product or service from a Third Party$250,000; (iii) all Contracts providing is a Contract for the Company to be the exclusive provider sale of any product of the assets of the Company or service any of the Company Subsidiaries other than in the ordinary course of business in excess of $250,000 or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) relates to any acquisition by the Company or any of the Company Subsidiaries of any operating business or any Equity Interests in any other Person, in each case, that contain representations, warranties, covenants, indemnities or other obligations of the Company or any of the Company Subsidiaries that are still in effect; (v) gives rise to liabilities or obligations of the Company or any of the Company Subsidiaries in excess of $500,000, other than a Company Benefit Plan listed on Section 4.16(a) of the Company Disclosure Schedule; (vi) contains any non-compete, exclusivity, most favored nation or similar provisions that restrict the Company with respect to the conduct of any line of business or conduct of business in any geographical area or with any Person; (ivvii) all Contracts that relate relates to the acquisition incurrence, assumption, guarantee or disposition provision by the Company or any of the Company Subsidiaries of any businessIndebtedness, or provides for imposition of a material amount Lien on any of stock or the assets of any other Person the Company or any real property (whether by mergerCompany Subsidiary, sale in each case, involving amounts in excess of securities$100,000, sale other than accounts receivable and payable incurred or arising in the ordinary course of assets, or otherwise)business; (vviii) all Contracts with distributors and sales representatives; (vi) all Contracts is entered into with any Governmental Authority; (viiix) all Contracts that limit is a Contract pursuant to which the Company or purport to limit the ability any of the Company Subsidiaries (A) is granted a license or right to compete in use, or covenant not to be sued under, any line of business Intellectual Property (excluding licenses for commercially available, off-the-shelf Software and Open Source Software) or with (B) grants a license or right to use, or covenant not to be sued under, any Person or in any geographic area or during any period of time, that restricts the ability Intellectual Property (other than non-exclusive licenses granted to customers of the Company to do business with or any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made Subsidiaries in the ordinary course of business), in each case (A) and (B), solely to the extent that such license, right or covenant is provided pursuant to a Contract which requires payments or other consideration to or from any third Person in excess of $250,000 in any year; (x) mortgages, pledgesis an individual employment Contract or Contract with an individual independent contractor or individual consultant, or security agreements any similar Contract which is not cancellable with less than 60 days’ notice without penalty or similar arrangements constituting a Lien upon the assets acceleration or properties payment of the Companyany compensation or benefits thereunder; (xi) agreements for the sale relates to a partnership, joint venture, strategic alliance, profit sharing or purchase of personal property having a value individually, with respect to all sales similar arrangement or purchases thereunder, in excess of $50,000proprietary information; (xii) each is a Contract with any directorcurrent executive officer of the Company, officer, employee, or consultant any member of the Company Board or any holder of 5% or more of the Company Common Stock on a full-time, part-time, consultingfully diluted basis, or requiring any Affiliate of the foregoing (other than a Company Benefit Plan that is listed on Section 4.16(a) of the Company Disclosure Schedule); (xiii) is a collective bargaining agreement or other Contract with any labor union or other employee representative group; (xiv) is a Contract under which a consent of, or notice to, any party other than the Company or a Company Subsidiary is required in connection with the Transactions; (xv) is a Contract providing for incurrence of any fees and expenses payable to pay severance third parties (including all fees, expenses, disbursements and other similar amounts payable to attorneys, financial advisors or separation paymentsaccountants) incurred by the Company or any of the Company Subsidiaries in connection with the Transactions or otherwise relating to the negotiation, change in control paymentsdocumentation or consummation of the Transactions, this Agreement or of any documents or agreements contemplated hereby, or any retention or similar transaction bonus;bonus or change of control agreements with any Employee or board member, or any management fees owing to any stockholder; or (xiiixvi) is a Contract for the provision of products or services with any Major Customer or Major Supplier. Each contract of the type described above in Section 4.14 is referred to herein as a “Material Contract.” Section 4.14 of the Company Disclosure Schedule identifies those Material Contracts for which the consent of, or, or prior notice to, the counterparty of the Company or any Company Subsidiary is required for the consummation of the Transactions. Except as set forth in Section 4.14 of the Company Disclosure Schedule, true and correct copies or forms of each Material Contract have been made available to Parent. Except for expirations or terminations in the ordinary course of business in accordance with the terms of such Material Contract or as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract between or among the Company, is valid and binding on the one hand, and any Seller Company or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Material Contracts are in full force and effect against the Company applicable Subsidiary and, to the Knowledge of the Company, each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has notas applicable, and in full force and effect (except as such enforceability may be limited by the Bankruptcy and Equity Exceptions), and (ii) to the Knowledge of the Company, there is no event or condition which has occurred or exists, which constitutes or would reasonably be expected constitute (with or without notice, the happening of any event or the passage of time) a material default or breach under any Material Contract by the Company or its Subsidiary. There are no party and, since January 1, 2021, there have not been, any material disputes or material indemnity claims with respect to any Material Contract has, repudiated (or any provision of any such Material predecessor Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract). (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of Except for this Agreement and agreements filed with the Disclosure Schedule sets forth a list of SEC, neither the following Contracts in effect Company nor any Company Subsidiary is, as of the date hereof to which the Company is hereof, a party (the “Material Contracts”):to or bound by any written agreement: (i) all Contracts not fully performed providing for that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this AgreementSEC); (ii) all Contracts that require is a partnership or joint-venture agreement (other than a partnership agreement constituting an organizational agreement of a Subsidiary) that is material to the Company to purchase its total requirements of any product or service from and the Company Subsidiaries considered as a Third Partysingle enterprise; (iii) all Contracts providing except for intercompany transactions among the Company and the Company Subsidiaries in the ordinary course of business consistent with past practices, relating to be the exclusive provider borrowing of money (including any product guarantee thereof) or service to that is a mortgage, security agreement, capital lease or similar agreements, in each case in excess of $100 million or that creates a Lien other than a Permitted Lien on any Personmaterial asset of the Company or any Company Subsidiary; (iv) all Contracts other than any partnership, joint venture or similar arrangement, that relate to the acquisition limits or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport purports to limit the ability of the Company or any of its Affiliates to compete or engage in any line of business or with any Person or business, in any geographic area or during with any period Person and that, in each case, is material to the Company and the Company Subsidiaries considered as a single enterprise (it being further agreed the Company shall use its reasonable best efforts to provide to Parent by December 19, 2014, true and correct copies of timeall partnership, joint venture or similar arrangements with any such limitations and any other agreements with any such limitations that restricts would apply to Parent or any of its Subsidiaries (other than the ability Company and the Company Subsidiaries) from and after the consummation of the Merger); (v) except for intercompany transactions among the Company and the Company Subsidiaries in the ordinary course of business consistent with past practices, for the license or sublicense of any Intellectual Property or other intangible asset (whether as a licensor or a licensee) that provides (A) for payment of $25 million or more per year or (B) material exclusive rights to any third party; (vi) relating to the sale of any of the assets or properties (other than dispositions of inventory and consumables in the ordinary course of business consistent with past practices) of the Company or any Company Subsidiary in excess of $50 million, other than those as to do business with any Person or hire or solicit any Personwhich the sale transaction has previously closed, or that restricts (A) are so reflected on the right of Company’s financial statements and (B) the Company and the Company Subsidiaries have no continuing material obligation thereunder or relate to sell to or purchase from any Person, or that grants an intercompany transaction among the other party or any third person “most favored nation” status or any type Company and the Company Subsidiaries in the ordinary course of special discount rightsbusiness consistent with past practices; (viiivii) all Contracts for any joint venture, partnership, or similar arrangement relating to the acquisition by the Company; Company or any Company Subsidiary of any assets (ix) agreements which relate to Indebtedness (excluding, for the avoidance other than acquisitions of doubt, Contracts evidencing liabilities with respect to deposits equipment and accounts, trade payables, letters of credit, or capital leases made supplies in the ordinary course of business); (x) mortgages, pledges, operating business or security agreements or similar arrangements constituting a Lien upon the assets or properties capital stock of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, any other Person in excess of $50,00050 million other than those as to which the acquisition has previously closed and (A) are so reflected on the Company’s financial statements and (B) the Company and the Company Subsidiaries have no continuing obligation thereunder; (xiiviii) each Contract with any director, officer, employee, or consultant of that (A) obligates the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention Company Subsidiary for more than one year, has total projected revenue of at least $100 million and is currently operating or similar transaction bonus; currently projected to operate at a loss or (xiiiB) each Contract between involves a take or among the Company, on the one hand, and any Seller or any Affiliate pay amount of any Seller on the other handat least $100 million; and (xivix) all Contracts with respect to enter into a Company Stock Plan or Company Benefit Plan, any of the foregoingbenefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, except to the extent contemplated by Section 3.4. All written agreements of the type described in this Section 4.21, including those agreements filed with the SEC, shall be collectively referred to herein as the “Material Contracts.” (b) All Material Contracts are in full force and effect against Neither the Company andnor any Company Subsidiary, nor, to the Knowledge of the Company’s knowledge, each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any counterparty to any Material Contract Contract, has violated or is alleged to have violated any material violation, breach or event of defaultprovision of, or alleged material violationcommitted or failed to perform any act which, breachwith or without notice, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on under the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision provisions of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with except in each case for those violations and defaults which would not constitute a summary of each of the material terms of each oral Company Material ContractAdverse Effect.

Material Contracts. (a) Section 4.14 FX has made available to XC a true and complete copy (or written summary of the Disclosure Schedule sets forth a list all material terms) of the following Contracts each Material Contract in effect as of force on the date hereof and listed each such Material Contract on Section 2.19(a) of the FX Disclosure Letter. (b) For purposes of this Agreement “Material Contract” means any Contract to which the Company FX or any of its Subsidiaries is a party (the “Material Contracts”):to or by which FX, any of its Subsidiaries or any of their respective properties or assets is bound that: (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration would be required to be furnished, or which would reasonably be expected filed by FX as a “material contract” pursuant to result in consideration to be furnished, during Item 601(b)(10) of Regulation S-K under the 12-month period either ending on or commencing on the date of this Agreement;Securities Act if FX was subject thereto, (ii) all Contracts that require contains any non-compete or exclusivity provision or otherwise limits the Company to purchase its total requirements freedom of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any businessFX, a material amount of stock or assets of any other Person XC or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit their respective Subsidiaries after the ability of the Company Closing Date to compete in any line of business or with sell, supply, acquire, obtain or distribute any Person product or service, in each case, in any geographic area in a respect or during to a degree that is material, other than any period of time, Contract that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party can be terminated (including such restrictive provisions) by FX or any third person of its Subsidiaries on ninety (90) (or fewer) days’ notice without payment by FX or any of its Subsidiaries of any material penalty, premium or other amount payable thereunder as a result of such termination and not in respect of amounts accrued but unpaid prior to such termination, (iii) contains any “most favored nation” status pricing provisions binding FX, XC or any type of special discount rights;their respective Subsidiaries after the Closing Date, in a Contract with any Third Party, in a respect or to a degree that is material, other than any Contract that can be terminated (including such provision) by FX or any of its Subsidiaries on ninety (90) (or fewer) days’ notice without payment by FX or any of its Subsidiaries of any material penalty, premium or other amount payable thereunder as a result of such termination and not in respect of amounts accrued but unpaid prior to such termination, (viiiiv) all Contracts for is or relates to the Organizational Documents of any joint venture, partnership, joint venture or similar arrangement by to the Company;extent such partnership, joint venture or similar arrangement is material to FX and its Subsidiaries, taken as a whole, (ixv) agreements which relate (A) requires or provides for capital expenditures (or series of capital expenditures) by FX or any of its Subsidiaries in an amount in excess of $25 million individually or (B) requires or specifically provides for any annual payments or receipts by FX or any of its Subsidiaries in an amount in excess of $25 million, in each case other than (x) any Contract entered into in the ordinary course of business or (y) any Contract that can be terminated by FX or any of its Subsidiaries on ninety (90) (or fewer) days’ notice without payment by FX or any of its Subsidiaries of any material penalty or premium, (vi) contains an option or grants any right of first refusal or right of first offer, right of first negotiation or similar right in favor of a party other than FX or any of its Subsidiaries or that limits or purports to Indebtedness limit the ability of FX or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses in a respect or to a degree that is material to FX and its Subsidiaries, taken as a whole, (excludingvii) involves the acquisition or disposition from or to another Person, for the avoidance directly or indirectly (by merger or otherwise), of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, assets or capital leases made stock or other equity interests for aggregate consideration in excess of $100 million (other than acquisitions of inventory in the ordinary course of business) entered into on or after January 1, 2017 or that contains material “earn-out”, indemnification or other contingent or deferred payment obligations that would reasonably be expected to involve payments by or to FX or any of its Subsidiaries after the date of this Agreement in excess of $100 million (in each case, other than acquisitions or dispositions of supplies, inventory, merchandise, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of FX or its Subsidiaries);, (viii) is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than those among FX and its Subsidiaries) made or entered into outside the ordinary course of business relating to indebtedness in excess of $5 million, (ix) is with a top five (5) customer of FX and its Subsidiaries, taken as a whole, with respect to aggregate revenue from such customer during the fiscal year ended March 31, 2017, pursuant to which FX or its Subsidiaries supply products and/or services to such customer, excluding purchase orders, (x) mortgagesis with a top five (5) supplier of FX and its Subsidiaries, pledgestaken as a whole, with respect to aggregate expenditures by FX and its Subsidiaries during the fiscal year ended March 31, 2017, pursuant to which FX or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company;its Subsidiaries procure products and/or services from such supplier, excluding purchase orders, (xi) agreements for is a settlement, conciliation or similar agreement other than any such agreement that (x) would require FX or any of its Subsidiaries to pay consideration of less than $10 million after the sale or purchase date of personal property having a value individually, with respect this Agreement and (y) is limited only to all sales or purchases thereunder, in excess the payment of $50,000;money and customary confidentiality agreements, (xii) each Contract with any director, officer, employee, or consultant expressly limits the ability of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, FX or any retention of its Subsidiaries from (A) making distributions or similar transaction bonus;declaring or paying dividends in respect of their capital stock, partnership interests, membership interests or other equity interest, as the case may be, (B) making loans to FX or any of its Subsidiaries or (C) granting Liens on the property of FX or any of its Subsidiaries, (xiii) each constitutes a lease, sublease, license agreement, occupancy agreement or other Contract between or among the Company, on the one hand, and any Seller pursuant to which FX or any Affiliate of its Subsidiaries leases, subleases or licenses from another Person, or is otherwise granted a right to occupy, any Seller on the other hand; andmaterial real property, (xiv) all Contracts to enter into constitutes or includes a license or non-assertion covenant granted by FX or any of its Subsidiaries to a Third Party with respect to FX Intellectual Property, which license or covenant is material to FX and its Subsidiaries, taken as a whole, excluding “shrink-wrap,” “click-wrap” or similar form end user agreements or licenses or covenants granted to customers in the foregoingordinary course of business, (xv) constitutes or includes a license or non-assertion covenant granted by a Third Party to FX or any of its Subsidiaries with respect to any Intellectual Property Rights, which license or covenant is material to FX and its Subsidiaries, taken as a whole, excluding commercial off-the-shelf or other non-exclusive software or technology license agreements, (xvi) is (x) a written employment agreement or (y) a consulting, independent contractor or non-employee service provider agreement with an individual, in each case that provides for the payment by FX or any of its Subsidiaries of more than $350,000 in any 12-month period, or (xvii) constitutes a material Related Party Contract. (bc) All Except for breaches, violations or defaults which have not had and would not reasonably be expected to be, individually or in the aggregate, material to FX and its Subsidiaries, taken as a whole: (i) each of the Material Contracts are is valid and binding and in full force and effect against the Company and an enforceable obligation of FX or any of its Subsidiaries and, to the Knowledge knowledge of FX, of the Companyother party or parties thereto, in accordance with its terms, (ii) FX and each of its Subsidiaries, and, to the knowledge of FX, each other party thereto, in has performed all obligations required to be performed by it under each case in accordance with Material Contract, and (iii) neither FX nor any of its Subsidiaries, nor to the express terms thereof. There does not exist under knowledge of FX, any other party to a Material Contract Contract, has violated any material violation, breach or event of defaultprovision of, or alleged material violationtaken or failed to take any act which, breachwith or without notice, or event of default, or event or condition that, after notice or lapse of time time, or both, would constitute a material violation, breach, or event default under the provisions of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company , and neither FX nor any of its Subsidiaries has not received written notice that it has breached, violated or defaulted under any party to a Material Contract intends to cancel or terminate such Material Contract. (cd) The Sellers have delivered Other than as set forth in Section 2.19(d) of the FX Disclosure Letter, neither FX nor any of its Affiliates is party to a Contract that: (i) contains any non-compete or exclusivity provision or otherwise limits the Purchaser a truefreedom of FX or any of its Affiliates to compete in any line of business or sell, correctsupply, acquire, obtain or distribute any product or service, in each case, that would bind or purport to bind XC or any of its Affiliates from and complete copy after the RA Closing or the SA Closing; (ii) contains any “most favored nation” pricing provisions that would bind or purport to bind XC or any of each written Material Contractits Affiliates from and after the RA Closing or the SA Closing; or (iii) would otherwise bind, including all amendments, waivers, supplementsobligate or restrict, or modifications theretopurport to bind, along with a summary obligate or restrict, XC or any of each its Affiliates, or any of their respective assets, in any fashion by virtue of XC and its Affiliates becoming Affiliates of FH or any of its Affiliates upon the material terms of each oral Material ContractSA Closing.

Material Contracts. (a) Except as set forth in Section 4.14 5.15 of the Seller Disclosure Schedule sets forth a list of or as filed as exhibits to the following Contracts in effect as of Seller SEC Reports prior to the date hereof to which the Company of this Agreement, and except for this Agreement, neither Seller nor any of its Subsidiaries is a party (the “Material Contracts”): to or is bound by any contract, arrangement, commitment or understanding (i) all Contracts not fully performed providing that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act), (ii) which limits the ability of Seller or any of its Subsidiaries to compete or engage in any line of business or to solicit business in any geographic area, (iii) which provides for exclusivity by Seller or any of its Subsidiaries with respect to any material products or services sold or purchased by Seller or any of its Subsidiaries, (iv) that by its terms would prohibit or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, or (v) with any customer of Seller or its Subsidiaries which is expected to relate to more than $1,000,000 in annual revenue for the performance fiscal year ending September 30, 2008. Each contract, arrangement, commitment or understanding of services the type described above in this Section 5.15, whether or delivery not set forth in Section 5.15 of goods the Seller Disclosure Schedule, is referred to herein as a “Seller Contract.” All of the Seller Contracts are valid and binding on Seller and each of its Subsidiaries that is a party thereto and, to Seller’s knowledge, each other party thereto, as applicable, and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or materials by or other similar Laws relating to creditors’ rights and general principles of equity. Neither Seller nor any of its Subsidiaries has, and to the Company and which requires consideration to be furnishedknowledge of Seller, none of the other parties thereto have, violated in any material respect any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a material default under the provisions of any Seller Contract, except in each case for those violations and defaults which, individually or in the aggregate, would not reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date a Seller Material Adverse Effect and neither Seller nor any of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements Subsidiaries has received written notice of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Material Contracts are in full force and effect against the Company and, to the Knowledge of the Company, each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Except as disclosed in the Specified Company SEC Documents, to the extent that it is reasonably apparent that the disclosure in the Specified Company SEC Documents is responsive to the matters set forth in this Section 4.14 of the Disclosure Schedule sets forth a list of the following Contracts in effect 3.12(a), as of the date hereof to which the Company is a party (the “Material Contracts”): (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; (ii) all Contracts that require , neither the Company nor any of its Subsidiaries is a party to purchase its total requirements of or bound by any product contract, arrangement, commitment or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property understanding (whether by mergerwritten or oral), sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, than hedging or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made arrangements in the ordinary course of business); business consistent with past practice, (xi) mortgages, pledges, or security agreements or similar arrangements constituting which is a Lien upon the assets or properties material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, (ii) which materially restrains, limits or impedes the Company; ’s or any of its Subsidiaries’ ability to compete with or conduct any business or any line of business (xiincluding (A) geographic limitations on the Company’s or any of its Subsidiaries’ activities or (B) any confidentiality agreement, area of mutual interest or standstill agreement with any third party (or any agent thereof) that contains any exclusivity or standstill provisions that are or will be binding on the Company, any of its Subsidiaries or, after the Effective Time, Parent or any of its Subsidiaries); provided that the Company need not disclose in the Company Disclosure Letter information related to those agreements for which would otherwise be covered by this clause (ii) to the sale extent such agreements prohibit the Company from disclosing the existence or any terms of such agreements to third parties, except that if any such agreements contain any material restrictions, limits or impediments on the Company’s or its Subsidiaries’ ability to compete with or conduct any business or any line of business, such restrictions, limits and impediments shall be disclosed without providing the identity of the parties to the agreements on the Company’s Disclosure Letter, (iii) which is a material take-or-pay agreement or other similar agreement that entitles purchasers of production to receive delivery of Hydrocarbons without paying therefor, (iv) which contains a put, call or other right of acquisition or disposition pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests (including licensing or leasehold interests) of any Person or assets that have a market value or purchase price of personal property having a value individuallymore than $5,000,000, or, with respect to all sales calls on production, that obligate the Company or purchases thereunderany of its Subsidiaries to sell Hydrocarbons at a price which is less than market value, in excess (v) which is a partnership or joint venture relating to the formation, creation, operation, management or control of $50,000; (xii) each Contract with any directorpartnership or joint venture material to the Company and its Subsidiaries, officer, employeetaken as a whole, or consultant (vi) which is otherwise material to the Company and its Subsidiaries taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 3.12(a) (i) through (vi), whether or not disclosed in the Specified Company on SEC Documents, is referred to herein as a full“Company Material Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-timeK of the SEC) to be performed after the date of this Agreement, part-timewhether or not filed with the SEC or disclosed in the Specified Company SEC Documents, consultingis a Company Material Contract). The Company has previously made available to Parent true, or requiring complete and correct copies of each Company Material Contract other than those which the Company is entitled to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; omit from the Company Disclosure Letter pursuant to the proviso to clause (xiiiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingfirst sentence of this Section 3.12(a). (bi) All Each Company Material Contracts are Contract is valid and binding and in full force and effect against effect, (ii) the Company andand each of its Subsidiaries has performed in all respects all obligations required to be performed by it to date under each Company Material Contract, to the Knowledge of the Company, each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or (iii) no event or condition thatexists which constitutes or, after notice or lapse of time or both, would constitute constitute, a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with or any Indebtedness. The of its Subsidiaries under any such Company has not, Material Contract and (iv) to the Knowledge of the Company Company, no other party to any such Company Material Contract hasis in default in any respect thereunder, repudiated except in each case for any provision of any such Material Contract. The Company invalidity, nonperformance, event, condition or default that, individually or in the aggregate, has not received written notice that any party had, and would not be reasonably likely to have, a Material Contract intends to cancel or terminate such Material ContractAdverse Effect on the Company. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (ai) Section 4.14 of Except for Contracts (including all amendments and modifications thereto) filed as exhibits to the Disclosure Schedule sets forth a list of the following Contracts in effect Company Reports as of the date hereof of this Agreement, any Benefit Plan set forth in Section 5.1(i)(i) of the Company Disclosure Schedule (unless described in Clause (J), (K) or (L) below) or as set forth in Section 5.1(k)(i) of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to and none of the Company, any of its Subsidiaries or any of their respective assets or properties are bound by any Contract described by this Section 5.1(k)(i): (A) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-‐K of the Exchange Act); (B) that contains (1) any noncompete or exclusivity provisions to which the Company or any of its Subsidiaries is a party subject that restricts or purports to restrict the ability of the Company or any of its Subsidiaries to engage or compete in any line of business or geographic area or to obtain or sell any products or services to or from any other Person (or would so restrict or purport to restrict the Surviving Corporation or any of its Affiliates following the consummation of the Merger) or (2) any “Material Contracts”):most favored nation” or most favored customer provision, minimum purchase or “take-or-pay” obligations, or rights of first or last offer, negotiation or refusal, in each case, to which the Company or any of its Subsidiaries is subject (or to which the Surviving Corporation or any of its Affiliates would be subject following the consummation of the Merger); (iC) all Contracts not fully performed that provides for or relates to a partnership, joint venture, collaboration or similar material arrangement (other than agreement entered into between the Company or any its wholly-owned Subsidiaries, on the one hand, and another wholly-owned Subsidiary of the Company, on the other hand); (D) that is (1) an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for the performance or guaranteeing Indebtedness of services any Person, except for any Contract solely among or delivery of goods or materials by or to between the Company and which requires consideration to be furnishedany of its wholly-owned Subsidiaries, or which (2) a hedging, derivative, swaps, currency or commodity derivatives or other similar Contract; (E) that (1) relates to a closed or pending acquisition or disposition of any Person, business, assets or property (including real property) (whether by merger, sale of stock, sale of assets or otherwise) that would reasonably be expected to result have required the consent of Parent under Section 6.1(b) if it had been entered into or completed after the date of this Agreement or (2) includes any “earnout” or other contingent or deferred payment obligation of the Company and its Subsidiaries in consideration to be furnishedexcess of $100,000 that has not been satisfied in full; (F) that is a settlement agreement that (1) requires payment by the Company or any of its Subsidiaries after the date hereof in excess of $50,000, during or (2) imposes non-monetary obligations or restrictions, other than non-de minimis obligations or restrictions, on the 12-month period either ending on Company or commencing on any of its Subsidiaries applicable after the date of this Agreement; (ii1) all Contracts that require is reasonably expected to involve expenditures by the Company or any of its Subsidiaries of more than $50,000, or (2) that is reasonably expected to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for involve payments to the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property of its Subsidiaries of more than $100,000, in the case of each of subclauses (whether by merger1) and (2), sale individually or in the aggregate with respect to such Contract or series of securitiesrelated Contracts, sale of assets, in any fiscal year (or otherwisethat previously involved such expenditures or payments in the Company’s most recently completed fiscal year); (1) pursuant to which the Company or any of its Subsidiaries licenses or grants rights to any Person, or licenses or receives a grant of right from any Person with respect to any material Intellectual Property Right (other than (i) non-exclusive licenses for commercially available software that is made available for a total cost of less than $50,000 and Open Source Software, (ii) non-exclusive licenses granted to customers in the ordinary course of business, substantially in the form of the Company’s or any of its Subsidiaries’ forms of customer agreement, copies of which have been provided to Parent, (iii) referral agreements and reseller agreements in the ordinary course of business, substantially in the form of the Company’s or any of its Subsidiaries’ forms of referral agreement or reseller agreement, copies of which have been provided to Parent, (iv) nondisclosure agreements entered into in the ordinary course of business, and (v) all agreements where any license of any Intellectual Property Rights is incidental to such agreement, such as licenses to use feedback and suggestions and licenses authorizing the use of brand materials for marketing purposes), (2) pursuant to which a Person has developed or been engaged to develop any material Intellectual Property Rights for the Company or any of its Subsidiaries (other than Contracts with distributors employees or independent contractors pursuant to which Intellectual Property Rights are assigned to the Company or any of its Subsidiaries substantially in the form of the Company’s or any of its Subsidiaries’ forms of employee confidentiality and sales representativesinvention assignment agreement and contractor agreement (copies of which have been made available to Parent) or have vested in the Company or any of its Subsidiaries under applicable Law), or (3) that is entered into to settle or resolve any Intellectual Property Right-related dispute or otherwise affecting the Company’s or any of its Subsidiaries right to use or enforce any material Owned IP, including settlement agreements, coexistence agreements, covenant not to sue agreements, and consent to use agreements; (viI) all Contracts to or by which the Company or any of its Subsidiaries is a party or bound that is with any Governmental Authority or any Person that is a prime contractor or subcontractor in respect of a Contract with any Governmental Authority; (viiJ) all Contracts that limit is an employment agreement or purport consulting agreement, in either case, with any Service Provider with annual compensation in excess of $150,000 or that provides for severance payments, change of control payments or advance notice of termination in excess of 30 days; (K) that contains a put, call or similar right pursuant to limit which the ability Company or any of its Subsidiaries could be required to purchase or sell, as applicable, (1) any Company Securities, (2) any equity interests of any Person or (3) any assets that have a fair market value or purchase price of more than $100,000 (other, in case of (1), (2) and (3), than the Company Equity Plans, the award agreements with respect to the Company Equity Awards set forth in Section 5.1(b)(ii) of the Company to compete Disclosure Schedule and the Company Warrants set forth in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability Section 5.1(b)(iii) of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of businessDisclosure Schedule); (xL) mortgages, pledges, or security agreements or similar arrangements constituting that (1) is with any Affiliate (other than a Lien upon the assets or properties wholly-owned Subsidiary of the Company), director or executive officer of the Company (as such term is defined in the Exchange Act), or Person holding 5% or more of the shares of capital stock of the Company (other than any Benefit Plan), (2) indemnifies any director or executive officer of the Company or any of its Subsidiaries (other than any provisions set forth in the certificate of incorporation or bylaws the Company or comparable organizational documents of its Subsidiaries) or (3) relates to the acquisition, issuance or transfer of, or any Person’s rights with respect to, any Company Securities (other than the Company Equity Plans, the award agreements with respect to the Company Equity Awards set forth in Section 5.1(b)(ii) of the Company Disclosure Schedule, the Company Warrants set forth in Section 5.1(b)(iii) of the Company Disclosure Schedule and any provisions set forth in the certificate of incorporation or bylaws of the Company or comparable organizational documents of its Subsidiaries); (xiM) agreements for that requires any capital commitment or capital expenditure (or series of capital expenditures) by the sale Company or purchase any of personal property having a value individually, with respect to all sales or purchases thereunder, its Subsidiaries after the date of this Agreement in an amount in excess of $50,000;100,000 in the aggregate; or (xiiN) each Contract with any director, officer, employee, or consultant that is a Real Property Lease. (ii) All of the Contracts required to be set forth on Section 5.1(k)(i) of the Company Disclosure Schedule (or that would be required to be set forth on a full-time, part-time, consulting, or requiring Section 5.1(k)(i) of the Company Disclosure Schedule but for the final parenthetical of Clause (K) or (L) above) or filed as exhibits to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any Company Reports as of the foregoingdate of this Agreement are collectively referred to herein as the “Material Contracts.” The Company has made available to Parent prior to the date of this Agreement accurate and complete copies of all Material Contracts required to be identified in Section 5.1(k)(i) of the Company Disclosure Schedule, including all amendments or modifications thereto, as in effect as of the date of this Agreement. (biii) All Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Contracts are in full force Adverse Effect, each Material Contract is a valid and effect binding agreement of the Company or its Subsidiaries party thereto, as the case may be, enforceable against the Company or such Subsidiaries, and, to the Knowledge of the Company, each other party theretothereto in accordance with its terms, and is in full force and effect, subject in each case to the Bankruptcy and Equity Exception (and subject to the termination or expiration of any such Material Contract after the date of this Agreement in accordance with its terms). Except as has not had, and would not reasonably be expected to have, individually or in the express terms thereof. There does not exist under aggregate, a Material Adverse Effect, neither the Company nor any Material Contract any material violationof its Subsidiaries and, breach to the Knowledge of the Company, no other party thereto is (with or event of default, or alleged material violation, breach, or event of default, or event or condition that, after without notice or lapse of time or both) in default or breach under the terms of any such Material Contract and no event has occurred that (with or without notice or lapse of time or both) will, or would reasonably be expected to, (A) constitute such a material violation, violation or breach, or event of default thereunder on (B) result in the part acceleration of the performance of or rights in any Material Contract, or (C) give any Person the right to cancel, terminate or modify in a manner adverse to the Company including, without limitation, in connection with or any Indebtednessof its Subsidiaries any Material Contract. The Company Except as has notnot had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since February 1, 2022 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company no party to any Material Contract hasCompany, repudiated any provision oral notice or communication of any such Material Contract. The Company has actual or alleged violation or breach of, default under or intention to cancel, terminate, adversely modify or not received written notice that renew, any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Except as set forth in Section 4.14 3.9(a) of the Company Disclosure Schedule sets forth a list of the following Contracts in effect Letter, as of the date hereof to which the Company is a party (the “Material Contracts”): (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; , neither of the Company nor any of its Subsidiaries is a party to or bound by (and none of their respective assets are bound by) any: (i) Contract (other than this Agreement) that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC; (ii) all Contracts that require the Company to purchase its total requirements indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of any product indebtedness for borrowed money or service from a Third Party; Contract providing for or guaranteeing indebtedness for borrowed money in excess of $15,000,000; (iii) all Contracts providing Contract (other than this Agreement) for the Company to be the exclusive provider sale of any product or service to any Person; of its assets after the date hereof (other than sales of inventory in the ordinary course of business); (iv) all Contracts Contract that relate contains a put, call, right of first refusal, right of first negotiation, right of first offer, redemption, repurchase or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests, businesses, lines of business, divisions, joint ventures, partnerships or other assets of any Person; (v) settlement agreement or similar Contract with a Governmental Entity or Order to which the Company or any of its Subsidiaries is a party involving future performance by the Company or any of its Subsidiaries in any such case, which is material to the Company or material to the Company’s Subsidiaries, taken as a whole; (vi) Contract providing for indemnification (including any obligations to advance funds for expenses) of the current or former directors or officers of the Company or any of its Subsidiaries; (vii) to the Knowledge of the Company, any collective bargaining agreement, or any other Contract (including any union “work rule” or “practice”) with any labor union, labor organization or works council; (viii) any Contract for capital expenditures or the acquisition or disposition construction of fixed assets which requires aggregate future payments in excess of $20,000,000; (ix) any business, a material amount Contract containing covenants of stock or assets of any other Person the Company or any real property of its Subsidiaries to indemnify or hold harmless another Person, unless such indemnification or hold harmless obligation to such Person contained in such Contract would not reasonably be expected to exceed a maximum of $25,000,000; (whether by merger, sale of securities, sale of assets, x) any Contract that limits or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport purports to limit the ability of the Company or any Subsidiary or Affiliate of the Company (including, following the Merger, Parent or any of its Affiliates) to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, that restricts ; (xi) to the ability Knowledge of the Company, any license, royalty Contract or other Contract with respect to Intellectual Property Rights (other than generally commercially available, “off-the-shelf” software programs) which license, royalty Contract or other Contract, or which Intellectual Property, is material to the Company and its Subsidiaries, taken as a whole; (xii) (A) any Contract pursuant to do business which the Company or any of its Subsidiaries has entered into a partnership or joint venture with any Person or hire or solicit any other Person, or that restricts (B) any collaboration, participation, off-set or similar Contract which, in the right case of this clause (B), is material to the Company and its Subsidiaries, taken as a whole; (xiii) to the Knowledge of the Company, any Contract that (A) grants to any third Person any material exclusive license or supply or distribution agreement or other similar material exclusive rights, (B) grants to any third Person any guaranteed availability of supply or services for a period greater than 12 months, and, in each case, requires aggregate payments to the Company to sell to or purchase from any Person, or that grants the other party or any of its Subsidiaries in excess of $25,000,000 per annum, (C) grants to any third person Person any “most favored nation” status rights and requires aggregate payments to the Company or any type of special discount rights; its Subsidiaries in excess of $25,000,000 per annum or (viiiD) all Contracts grants to any third Person price guarantees for a period greater than 12 months and requires aggregate payments to the Company or any joint ventureof its Subsidiaries in excess of $25,000,000 per annum; (xiv) any Contract, partnershipother than a Company Plan, which requires payments by or to the Company or any of its Subsidiaries in excess of $5,000,000 per annum containing “change of control” or similar arrangement by provisions; (xv) to the Knowledge of the Company; , any material sole source supply Contracts; (ixxvi) agreements which relate to Indebtedness any other Contract (excludingother than this Agreement, purchase orders for the avoidance purchase of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made inventory in the ordinary course of business); (x) mortgages, pledges, business consistent with past practice or security agreements Contracts between the Company and any of its wholly owned Subsidiaries or similar arrangements constituting a Lien upon the assets or properties between any of the Company; (xi’s wholly owned Subsidiaries) agreements for under which the sale Company and its Subsidiaries are obligated to make or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, receive payments in the future in excess of $50,000; 50,000,000 per annum or $500,000,000 during the life of the Contract; or (xiixvii) each any Contract with any director, officer, employeethe termination or breach of which, or consultant the failure to obtain consent in connection with the Transactions in respect of which, would have or reasonably be expected to have, individually or in the Company on aggregate, a full-time, part-time, consulting, or requiring the Company Material Adverse Effect. Each such Contract described in clauses (i)-(xvii) is referred to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingherein as a “Material Contract.” (b) All Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Contracts are in full force and effect against Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, each no other party thereto, is) in each case in accordance with the express terms thereof. There does not exist default under any Material Contract any material violationContract, breach or event (ii) each of defaultthe Material Contracts is in full force and effect, or alleged material violationand is the valid, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part binding and enforceable obligation of the Company including, without limitation, in connection with any Indebtedness. The Company has notand its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, except that such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting creditors’ rights generally and general principles of equitable relief, (iii) the Company and its Subsidiaries have performed all respective 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 and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination or breach with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Except for this Agreement and for the Contracts disclosed in the Filed Company SEC Documents, Section 4.14 4.14(a) of the Company Disclosure Schedule Letter sets forth a list of the following Contracts in effect true and complete list, as of the date hereof to which the Company is a party (the “Material Contracts”): (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement, and the Company has made available to Parent true and complete copies, of: (i) each 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) all Contracts that require each Contract to which the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property Company Subsidiary is a party that (whether by merger, sale of securities, sale of assets, or otherwise); (vA) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company or any Company Subsidiary to do compete in any business or with any Person or hire or solicit in any Persongeographical area, or that restricts the right of (B) requires the Company to sell to or purchase from any Person, or that grants the other party or any third person Company Subsidiary to conduct any business on a “most favored nationnations” status basis with any third party (C) provides for “exclusivity” or any type similar requirement in favor of special discount rightsany third party or (D) provides preferential rights or rights of first or last offer or refusal to any third party, except in the case of each of clauses (A), (B), (C) and (D) for such restrictions, requirements and provisions that are not material to the Company and the Company Subsidiaries, taken as a whole; (iii) each Contract under which the Company or any Company Subsidiary licenses or sublicenses Intellectual Property from or to any third party (other than generally commercially available, off-the-shelf software programs), except for such licenses and sublicenses that are not material to the Company and the Company Subsidiaries, taken as a whole; (iv) each Contract to which the Company or any Company Subsidiary is a party that provides for any payment, receipt or expenditure in excess of $250,000 in any twelve (12) month period; (v) each Contract that constitutes a commitment relating to Indebtedness for borrowed money or the deferred purchase price of property by the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000, other than Contracts solely between or among the Company and/or any Company Subsidiary; (vi) each Contract under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant or occupant with respect to any material real property leased, subleased, licensed or otherwise occupied; (vii) each Contract for any Derivative Transaction; (viii) all Contracts for any joint venture, each material partnership, joint venture or similar arrangement by limited liability company agreement, other than any customary joint operating agreements, unit agreements or participation agreements affecting the CompanyOil and Gas Properties of the Company or any Company Subsidiary; (ix) agreements which relate each joint development agreement, exploration agreement, participation, farmout, farm-in or program agreement or similar Contract requiring the Company or any Subsidiary to Indebtedness (excluding, for the avoidance make expenditures that would reasonably be expected to be in excess of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made $250,000 in the ordinary course aggregate during the twelve (12) month period following the date of business)this Agreement, other than customary joint operating agreements and continuous development obligations under leases relating to any of the Oil and Gas Properties of the Company or any Company Subsidiary; (x) mortgageseach Contract that provides for a “take-or-pay” clause or any similar prepayment obligation, pledgesacreage dedication, minimum volume commitments or security agreements capacity reservation fees to a gathering transportation or similar arrangements constituting a Lien upon the assets or properties other arrangement downstream of the Companywellhead, that cover, guaranty or commit volumes of Hydrocarbons of the Company or any Company Subsidiary; (xi) agreements for each Contract that would or would reasonably be expected to prevent, materially delay or materially impede the sale consummation of the transactions contemplated by this Agreement or purchase that, upon the consummation of personal property having a value individuallythe Merger, with respect would (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to all sales any payment or purchases thereunderbenefits, in excess from Parent, Merger Sub, the Company or any of $50,000;their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing; and (xii) each Contract with or binding upon the Company or any director, officer, employee, Company Subsidiary or consultant any of their respective properties or assets that is of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. Each such Contract described in clauses (i) through (xii) above is referred to herein as a “Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingSpecified Contract.” (b) All Material Contracts are in full force and effect against As of the date of this Agreement, each of the Company Specified Contracts is valid, binding and enforceable on the Company or the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, each other party thereto, and is in each case full force and effect (i) except for such failures to be valid, binding or enforceable or to be in accordance with full force and effect as would not reasonably be expected to, individually or in the express terms thereofaggregate, have a Company Material Adverse Effect and (ii) except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity. There does not exist As of the date of this Agreement, there is no default under any Material Company Specified Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of by the Company includingor the Company Subsidiaries or, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company, any other party thereto, and no event has occurred that (with or without notice or lapse of time, or both) would constitute a default thereunder by the Company no party to or any Material Contract hasCompany Subsidiary or, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a trueKnowledge of the Company, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications any other party thereto, along with in each case except as would not reasonably be expected to, individually or in the aggregate, have a summary of each of the material terms of each oral Company Material ContractAdverse Effect.

Material Contracts. (a) Section 4.14 XC has made available to FH a true and complete copy (or written summary of the Disclosure Schedule sets forth a list all material terms) of the following Contracts each Material Contract in effect as of force on the date hereof and listed each such Material Contract on Section 2.20 of the XC Disclosure Letter. (b) For purposes of this Agreement “Material Contract” means any Contract to which the Company XC or any of its Subsidiaries is a party (the “Material Contracts”):to or by which XC, any of its Subsidiaries or any of their respective properties or assets is bound that: (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration would be required to be furnished, or which would reasonably be expected filed by XC as a “material contract” pursuant to result in consideration to be furnished, during Item 601(b)(10) of Regulation S-K under the 12-month period either ending on or commencing on the date of this Agreement;Securities Act, (ii) all Contracts that require contains any non-compete or exclusivity provision or otherwise limits the Company to purchase freedom of XC, any of its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate Subsidiaries, or, to the acquisition knowledge of XC, FH or disposition of any business, a material amount of stock or assets of any other Person FX or any real property (whether by mergerof their respective Subsidiaries after the Closing Date, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with sell, supply, acquire, obtain or distribute any Person product or service, in each case, in any geographic area in a respect or during to a degree that is material, other than any period of time, Contract that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party can be terminated (including such restrictive provisions) by XC or any third person of its Subsidiaries on ninety (90) (or fewer) days’ notice without payment by XC or any of its Subsidiaries of any material penalty, premium or other amount payable thereunder as a result of such termination and not in respect of amounts accrued but unpaid prior to such termination, (iii) contains any “most favored nation” status pricing provisions binding XC, any of its Subsidiaries, or, to the knowledge of XC, FH or FX or any type of special discount rights;their respective Subsidiaries after the Closing Date, in a Contract with any Third Party, in a respect or to a degree that is material, other than any Contract that can be terminated (including such provision) by XC or any of its Subsidiaries on ninety (90) (or fewer) days’ notice without payment by XC or any of its Subsidiaries of any material penalty, premium or other amount payable thereunder as a result of such termination and not in respect of amounts accrued but unpaid prior to such termination, (iv) is or relates to the Organizational Documents of any partnership, joint venture or similar arrangement to the extent such partnership, joint venture or similar arrangement is material to XC and its Subsidiaries, taken as a whole, (v) (A) requires or provides for capital expenditures (or series of capital expenditures) by XC or any of its Subsidiaries in an amount in excess of $25 million individually or (B) requires or specifically provides for any annual payments or receipts by XC or any of its Subsidiaries in an amount in excess of $25 million, in each case other than (x) any Contract entered into in the ordinary course of business or (y) any Contract that can be terminated by XC or any of its Subsidiaries on ninety (90) (or fewer) days’ notice without payment by XC or any of its Subsidiaries of any material penalty or premium, (vi) contains an option or grants any right of first refusal or right of first offer, right of first negotiation or similar right in favor of a party other than XC or any of its Subsidiaries or that limits or purports to limit the ability of XC or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses in a respect or to a degree that is material to XC and its Subsidiaries, taken as a whole, (vii) involves the acquisition or disposition from or to another Person, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration in excess of $100 million (other than acquisitions or dispositions (x) of inventory in the ordinary course of business or (y) of capital stock of XC) entered into on or after January 1, 2017 or that contains material “earn-out”, indemnification or other contingent or deferred payment obligations that would reasonably be expected to involve payments by or to XC or any of its Subsidiaries after the date of this Agreement in excess of $100 million (in each case, other than acquisitions or dispositions of supplies, inventory, merchandise, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of XC or its Subsidiaries), (viii) all Contracts for any joint ventureis a loan, partnershipguarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or similar arrangement by other binding commitment (other than those among XC and its Subsidiaries) made or entered into outside the Company;ordinary course of business relating to indebtedness in excess of $10 million, (ix) is with a top five (5) customer of XC and its Subsidiaries, taken as a whole, with respect to aggregate revenue from such customer during the year ended December 31, 2017, pursuant to which XC or its Subsidiaries supply products and/or services to such customer, excluding, purchase orders; (x) is with a top five (5) supplier of XC and its Subsidiaries, taken as a whole, with respect to aggregate expenditures by XC and its Subsidiaries during the year ended December 31, 2017, pursuant to which XC or its Subsidiaries procure products and/or services from such supplier, excluding, purchase orders; (xi) is a settlement, conciliation or similar agreement, other than any such agreement that (x) would require XC or any of its Subsidiaries to pay consideration of less than $10 million after the date of this Agreement and (y) is limited only to the payment of money and customary confidentiality agreements, (xii) expressly limits the ability of XC or any of its Subsidiaries from (A) making distributions or declaring or paying dividends in respect of their capital stock, partnership interests, membership interests or other equity interest, as the case may be, (B) making loans to XC or any of its Subsidiaries or (C) granting Liens on the property of XC or any of its Subsidiaries, (xiii) constitutes a lease, sublease, license agreement, occupancy agreement or other Contract pursuant to which XC or any of its Subsidiaries leases, subleases or licenses from another Person, or is otherwise granted a right to occupy, any material real property, (xiv) constitutes or includes a license or non-assertion covenant granted by XC or any of its Subsidiaries to a Third Party with respect to XC Intellectual Property, which license or covenant is material to XC and its Subsidiaries, taken as a whole, excluding “shrink-wrap,” “click-wrap” or similar form end user agreements or licenses or covenants granted to customers in the ordinary course of business, (xv) constitutes or includes a license or non-assertion covenant granted by a Third Party to XC or any of its Subsidiaries with respect to any Intellectual Property Rights, which relate license or covenant is material to Indebtedness XC and its Subsidiaries, taken as a whole, excluding commercial off-the-shelf or other non-exclusive software or technology license agreements, or (excludingxvi) is (x) a written employment agreement or (y) a consulting, independent contractor or non-employee service provider agreement with an individual, in each case that provides for the payment by XC or any of its Subsidiaries of more than $350,000 in any 12-month period; provided; that, for the avoidance of doubt, Contracts evidencing liabilities “Material Contracts” shall not include any Contract entered into in connection with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingDividend Loan. (bc) All Except for breaches, violations or defaults which have not had and would not reasonably be expected to be, individually or in the aggregate, material to XC and its Subsidiaries, taken as a whole: (i) each of the Material Contracts are is valid and binding and in full force and effect against the Company and an enforceable obligation of XC or any of its Subsidiaries and, to the Knowledge knowledge of XC, of the Companyother party or parties thereto, in accordance with its terms, (ii) XC and each of its Subsidiaries, and, to the knowledge of XC, each other party thereto, in has performed all obligations required to be performed by it under each case in accordance with Material Contract, and (iii) neither XC nor any of its Subsidiaries, nor to the express terms thereof. There does not exist under knowledge of XC, any other party to a Material Contract Contract, has violated any material violation, breach or event of defaultprovision of, or alleged material violationtaken or failed to take any act which, breachwith or without notice, or event of default, or event or condition that, after notice or lapse of time time, or both, would constitute a material violation, breach, or event default under the provisions of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company , and neither XC nor any of its Subsidiaries has not received written notice that it has breached, violated or defaulted under any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the Disclosure Schedule sets forth a list of the following Except for Company Material Contracts in effect filed as of the date hereof to which the Company is a party (the “Material Contracts”): (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or exhibits to the Company and which requires consideration Reports prior to be furnishedthe date of this Agreement or, or which would reasonably be expected to result as listed in consideration to be furnishedSection 3.14(a) of the Company Disclosure Letter, during the 12-month period either ending on or commencing on as of the date of this Agreement, neither the Company nor any of the Company Subsidiaries is a party to or bound by (i) any “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the SEC) or (ii) any Contract that: (A) is a “non-compete,” or similar agreement that restricts or purports to restrict the geographic area in which the Company or any of the Company Subsidiaries may conduct any line of business, or that requires the referral of business opportunities by the Company or any of the Company Subsidiaries that could reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole; (iiB) all Contracts that require relates to partnerships, joint ventures or similar arrangements pursuant to which the Company or any of the Company Subsidiaries invests in any other Person that could reasonably be expected to purchase its total requirements of any product or service from be material to the Company and the Company Subsidiaries, taken as a Third Partywhole; (iiiC) all Contracts providing for relates to indebtedness of the Company to be or any of the exclusive provider Company Subsidiaries in excess of any product or service to any Person$1,000,000; (ivD) all Contracts that relate to provides for the acquisition or disposition of any business, a material amount of stock or assets of any other Person by the Company or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or Subsidiaries with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or a purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, price therefor in excess of $50,000500,000; (xiiE) each Contract with except for as required pursuant to the terms of any directorCompany Benefit Plan, officer, employee, provides for transactions or consultant arrangements between the Company or any of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the CompanySubsidiaries, on the one hand, and (I) any Seller director or officer of the Company or any of the Company Subsidiaries, (II) any record or beneficial owner of 5% or more of the voting securities of the Company or (III) any Affiliate of any Seller such director, officer or record or beneficial owner, on the other hand; and; (xivF) is with on-air talent or employees providing services to the Company or Company Subsidiaries and involves a commitment for annual consideration in excess of $300,000; (G) except for as required pursuant to the terms of any Company Benefit Plan, provides for annual payments in excess of $300,000 by, or $500,000 to, the Company or Company Subsidiaries; or (H) is a local marketing agreement, joint sales agreement or similar agreement; (all Contracts to enter into any contracts of the foregoingtype described in this Section 3.14(a), being referred to herein as a “Company Material Contract”). (b) All Neither the Company nor any of the Company Subsidiaries is in breach of or default under the terms of any Company Material Contracts are Contract in any material respect. To the knowledge of the Company, no other party to any Company Material Contract is in any material respect in 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 or any Company Subsidiary which is a party thereto and, to the knowledge of the Company, is in full force and effect against the Company andeffect; provided, however, that (i) such enforcement may be subject to the Knowledge applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of the Company, each specific performance and injunctive and other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event forms of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, equitable relief may be subject to equitable defenses and to the Knowledge discretion of the court before which any proceeding therefor may be brought. True, correct and complete copies, in all material respects, of each Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contractand amendments thereto and waivers thereunder) have been made available to Parent.

Material Contracts. (a) Except for this Agreement and for the Contracts disclosed in the Filed Company SEC Documents, Section 4.14 4.13(a) of the Company Disclosure Schedule Letter sets forth a list of the following Contracts in effect true and complete list, as of the date hereof to which the Company is a party (the “Material Contracts”): (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement, and the Company has made available to Parent true and complete copies, of: (i) each 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) all Contracts that require each Contract to which the Company or any Company Subsidiary is a party that (A) restricts the ability of the Company or any Company Subsidiary to purchase its total requirements compete in any business or with any Person in any geographical area, (B) requires the Company or any Company Subsidiary to conduct any business on a “most favored nations” basis with any third party (C) provides for “exclusivity” or any similar requirement in favor of any product third party or service from (D) provides preferential rights or rights of first or last offer or refusal to any third party, except in the case of each of clauses (B), (C) and (D) for such restrictions, requirements and provisions that are not material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a Third Partywhole; (iii) all Contracts providing for each Contract under which the Company to be the exclusive provider of or any product Company Subsidiary (A) (x) licenses or service sublicenses Intellectual Property from or to any Personthird party (other than (1) licenses or sublicenses of generally commercially available off-the-shelf software programs, or (2) non-exclusive licenses or sublicenses to customers in the ordinary course of business consistent with past practice) or (y) since January 31, 2019, assigned or acquired Intellectual Property to or from any third party, in the case of each of clauses (x) and (y), except for such assignments, licenses and sublicenses that are not material to the Company and the Company Subsidiaries, taken as a whole, or (B) is subject to any material restriction affecting material Intellectual Property owned by the Company or any Company Subsidiary; (iv) all each Contract that constitutes a commitment relating to Indebtedness for borrowed money or the deferred purchase price of property by the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in excess of $2 million, other than Contracts solely between or among the Company or any Company Subsidiary; (v) each Contract under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant or occupant with respect to any material real property leased, subleased, licensed or otherwise occupied; (vi) other than with respect to an entity that relate is wholly owned by the Company or any of the Company Subsidiaries, each partnership, joint venture or operating or limited liability company agreement, in which the Company or any Company Subsidiaries holds an interest; (vii) each Contract that is a settlement, conciliation or similar Contract that would require the Company or any of the Company Subsidiaries to pay consideration of more than $2 million after the date of this Agreement or that contains continuing restrictions on the business and operations of the Company and the Company Subsidiaries that are material to the business of the Company and the Company Subsidiaries, taken as a whole; (viii) each Contract that obligates the Company or any Company Subsidiary to make any future capital investment or capital expenditure outside the ordinary course of business and in excess of $2 million individually or $10 million in the aggregate; (ix) each Contract that prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any Company Subsidiaries; (x) each Contract entered into since January 31, 2019 that (A) provides for the acquisition or disposition by the Company or any Company Subsidiaries of any business, a business or material amount of stock or assets of any other Person or any real property (whether by merger, sale of securitiesstock, sale of assets, assets or otherwise); ) with a value in excess of $5 million or (vB) all Contracts with distributors and sales representatives; (vi) all Contracts with pursuant to which the Company or any Governmental Authority; (vii) all Contracts that limit Company Subsidiaries acquired or purport will acquire any material ownership interest in any other Person or other business enterprise other than any Company Subsidiary, in each case, under which the Company or any Company Subsidiaries has obligations remaining to limit the ability be performed as of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Companydate hereof; (xi) agreements each Contract that is with (A) each of the ten (10) largest customers of the Company and the Company Subsidiaries, taken as a whole (the “Material Customers”) and (B) each of the ten (10) largest commercial vendors of the Company and the Company Subsidiaries, taken as a whole (the “Material Vendors”), in each case by dollar amount for the sale or purchase of personal property having a value individuallyfiscal year ending January 31, with respect to all sales or purchases thereunder, in excess of $50,000;2021. (xii) each Contract with that provides for (A) indemnification of any director, officer, employeedirector or employee by the Company, other than Contracts entered into on substantially the same form as the Company’s standard forms previously made available to Parent or consultant (B) accelerated vesting in connection with a change of control, including the Company on Transactions (including as a full-timeresult of any termination of employment following a change of control, part-time, consulting, or requiring including the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonusTransactions); (xiii) each collective bargaining agreement or other Contract between with any labor union, labor organization, or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other handworks council; and (xiv) all Contracts any Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to enter into which the Company or a Subsidiary will have any material outstanding obligation after the date of the foregoingthis Agreement. Each such Contract described in clauses (i) through (xiv) above is referred to herein as a “Company Specified Contract.” (b) All Material Contracts are in full force and effect against As of the date of this Agreement, each of the Company Specified Contracts is valid, binding and enforceable on the Company or the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, each other party thereto, and is in each case full force and effect (i) except for such failures to be valid, binding or enforceable or to be in accordance with full force and effect as would not reasonably be expected to, individually or in the express terms thereof. There does not exist under any aggregate, have a Company Material Contract any material violationAdverse Effect and (ii) except insofar as such enforceability may be limited by bankruptcy, breach insolvency, reorganization, moratorium or event other Laws of defaultgeneral applicability relating to or affecting creditors’ rights, or alleged material violationby principles governing the availability of equitable remedies, breach, whether considered in a Proceeding at law or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part in equity. As of the Company includingdate of this Agreement, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company, there is no default under any Company Specified Contract by the Company or the Company Subsidiaries or any other party thereto, and no event has occurred that (with or without notice or lapse of time, or both) would constitute a default thereunder by the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to any thereto, in each case except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material ContractAdverse Effect. (c) The Sellers have delivered To the Knowledge of the Company as of the date of this Agreement, since the date of the Company Balance Sheet, the Company has not received any written or, to the Purchaser a trueKnowledge of the Company, correctoral notice from or on behalf of any Material Customer indicating that such Material Customer intends to terminate or not renew, and complete copy any current term of each any Material Contract with such Material Customer. (d) To the Knowledge of the Company as of the date of this Agreement, since the date of the Company Balance Sheet, the Company has not received any written or, to the Knowledge of the Company, oral notice from or on behalf of any Material Contract, including all amendments, waivers, supplementsVendor indicating that such Material Vendor intends to terminate, or modifications theretonot renew, along any Material Contract with a summary of each of the material terms of each oral such Material ContractVendor.

Material Contracts. (ai) Section 4.14 of the Company Disclosure Schedule sets forth 3.1(p)(i) contains a list of the following all Material Contracts (as defined in effect as of the date hereof Section 3.1(p)(ii) below) to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is otherwise bound. A true, correct and complete copy of each Material Contract has been furnished or made available to Parent or its representatives. (ii) Material Contracts of the Company and the Company Subsidiaries (“Material Contracts”):) shall include: (iA) all any Contracts not fully performed providing for the performance of services with third parties which would be reasonably expected to involve payments to or delivery of goods or materials by or to from the Company and or a Company Subsidiary of $1,000,000 or more in any twelve (12) month period, pursuant to which requires consideration to be furnishedthe Company or a Company Subsidiary gathers, processes, treats, transports, stores, sells or which would reasonably be expected to result in consideration to be furnished, during purchases hydrocarbons or the 12-month period either ending on or commencing on the date of this Agreementproducts therefrom; (iiB) all any Contracts for the construction of gathering or other pipeline systems or processing, compression, treating or storage facilities other than any such Contracts that are reasonably expected to require aggregate payments of less than $2,500,000 or are terminable by the Company to purchase its total requirements or applicable Company Subsidiary on sixty (60) days’ notice or less without payment by the Company or any Company Subsidiary of any product or service from a Third Partypenalty; (iiiC) all any Contracts providing (not described in clause (A) or (B) above) which would be reasonably expected to involve payments to or from the Company or a Company Subsidiary of $1,000,000 or more in any twelve (12) month period, other than Contracts relating to the sale of obsolete or excess assets not required for the Company’s operations in the Ordinary Course of Business and Contracts that are terminable by the Company to be or a Company Subsidiary on sixty (60) days’ notice or less without payment by the exclusive provider Company or any Company Subsidiary of any product penalty; (D) any Contracts under which the Company or service any Company Subsidiary assumed or guaranteed any outstanding Debt of a third party (including any Company Member Interest Holder or Affiliate thereof); (E) any outstanding futures, swap, collar, put, call, floor, cap, option, hedging, forward sale or other derivative Contracts involving hydrocarbons or other commodities; (F) any Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any Company Subsidiary of any operating business or equity interests of any other Person which contain continuing obligations of the Company or any Company Subsidiary and which could reasonably require the payment of monies by the Company or any Company Subsidiary to the applicable sellers thereunder; (G) each joint venture, partnership or any other Contract involving a sharing of profits or losses by the Company or any of the Company Subsidiaries with any other Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xiiH) each Contract with any director, officer, employeemember, employee or consultant Affiliate of the Company on a full-time, part-time, consulting, or requiring any of the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other handSubsidiaries; and (xivI) all Contracts the Loan Agreements and each other indenture, mortgage, promissory note or other agreement or commitment for the borrowing of money, or for a line of credit. (iii) Except as set forth on Company Disclosure Schedule 3.1(p)(iii), neither the Company nor any of its Subsidiaries is a party to: (A) any Contract containing covenants that in any way purport to enter into restrict or prohibit, in any material respect, the business activity of the Company or any of the foregoingCompany Subsidiaries or materially limit the freedom of the Company or any of the Company Subsidiaries thereof to engage in any line of business or to compete with any Person; or (B) any Contract that grants to a third Person a right of first refusal, option, preferential right or similar right to acquire properties or assets of the Company or any Company Subsidiary or any Contract that grants to a third party a power of attorney of the Company or any Company Subsidiary. (biv) All Except as set forth on Company Disclosure Schedule 3.1(p)(iv), each Material Contracts are in full force Contract is a valid and effect against binding agreement of the Company or the Company Subsidiary, as the case may be, party thereto and, to the Knowledge of the Company, each other party the counterparties thereto, and is in each full force and effect and is enforceable against the Company or the applicable Company Subsidiary, and, to the Knowledge of the Company, the other parties thereto, as the case may be, in accordance with its terms, except to the express terms thereofextent that the enforcement thereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). There does not exist under Neither the Company nor any Material Contract Company Subsidiary is in default or breach in any material violation, breach or event of defaultrespect, or alleged has received written notice of any material violation, breach, default or breach (or any event of default, or event or condition that, after with notice or lapse of time or both, would constitute a material violationdefault or breach), breach, or event under the terms of default thereunder on the part of the Company including, without limitation, in connection with any Indebtednesssuch Material Contract. The Company has not, and to To the Knowledge of the Company Company, no party counterparty to any Material Contract hasis in default or breach, repudiated in any provision material respect, of any such Material Contract. The Company has not received written notice that any party made available to Parent prior to the date hereof a Material Contract intends to cancel or terminate such true and correct copy of each Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the Disclosure Schedule sets forth a list of the following Contracts in effect as As of the date hereof hereof, except as set forth as an exhibit to which the Company Saturn SEC Reports or in Section 3.8(a) of the Saturn Disclosure Letter, neither Saturn nor any of its Subsidiaries is a party (the “Material Contracts”):to or bound by any: (i) all Contracts not fully performed providing Contract relating to third-party indebtedness for the performance borrowed money or any third party financial guaranty in excess of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement$250,000,000; (ii) all (A) non-competition Contracts or any other Contract containing terms that require the Company to purchase expressly (x) limit or otherwise restrict Saturn or its total requirements of any product Subsidiaries or service from a Third Party; (iiiy) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition Knowledge of any businessSaturn, a material amount of stock or assets of any other Person or any real property (whether would, after the Subsequent Effective Time, by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that its terms expressly limit or purport to limit otherwise restrict the ability Saturn Merger Surviving Corporation or its Subsidiaries from, in the case of the Company to compete either (x) or (y), engaging or competing in any line of business or with any Person or in any geographic area or during from developing or commercializing any period compounds, any therapeutic area, class of timedrugs or mechanism of action, in a manner that restricts would be reasonably likely to be material, in the ability case of (x), to Saturn and its Subsidiaries, taken as a whole, or in the case of (y), to the Saturn Merger Surviving Corporation and its Subsidiaries, taken as a whole, and (B) any Contract pursuant to which a third party supplies Saturn or its Subsidiaries with active ingredients for any of the Company Key Saturn Products and which Contract is material to do business with any Person or hire or solicit any PersonSaturn and its Subsidiaries, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rightstaken as a whole; (viiiiii) all Contracts for Contract that by its terms materially limits the payment of dividends or other distributions by Saturn or any joint venture, partnership, or similar arrangement by the Company;of its Significant Subsidiaries; or (ixiv) agreements which relate Contract required to Indebtedness be filed as an exhibit to Saturn’s Annual Report on Form 10 K pursuant to Items 601(b)(2) or (excluding, for 10) of Regulation SK under the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingSecurities Act. (b) All Material Contracts are in full force and effect against the Company and, to the Knowledge of the Companytype described in clauses (a)(i), each other (ii), (iii) and (iv) above to which Saturn or any of its Subsidiaries is a party theretoto or bound by as of the date of this Agreement are referred to herein as the “Saturn Material Contracts”. Except, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violationcase, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company as has not, and would not reasonably be expected to have, individually or in the Knowledge aggregate, a Saturn Material Adverse Effect, each of the Company no Saturn Material Contracts is a valid and binding obligation of Saturn (or the Subsidiaries of Saturn party thereto), and to any Material Contract hasSaturn’s Knowledge, repudiated any provision of any such Material Contract. The Company has not received written notice that any party the other parties thereto, enforceable against Saturn and its Subsidiaries and, to a Material Contract intends to cancel or terminate such Material ContractSaturn’s Knowledge, the other parties thereto in accordance with its terms, except as enforcement may be limited by the Bankruptcy and Equity Exception. (c) The Sellers have delivered Neither Saturn nor any of its Subsidiaries is, nor to Saturn’s Knowledge is any other party, in breach, default or violation (and no event has occurred or not occurred through Saturn’s or any of its Subsidiaries’ action or inaction or, to Saturn’s Knowledge, through the Purchaser action or inaction of any third party, that with notice or the lapse of time or both would constitute a truebreach, correctdefault or violation) of any term, and complete copy condition or provision of each written any Saturn Material Contract, including all amendments, waivers, supplementsContract to which Saturn or any of its Subsidiaries is now a party, or modifications theretoby which any of them or any of their respective properties or assets may be bound, along with except for breaches, defaults or violations that have not had and would not reasonably be expected to have, either individually or in the aggregate, a summary of each of the material terms of each oral Saturn Material ContractAdverse Effect.

Material Contracts. (a) Section 4.14 of the The Company Disclosure Schedule sets Schedules set forth a complete and correct list of all agreements of the following Contracts in effect as of the date hereof types to which the Company or any of its Subsidiaries is a party or may be bound (collectively, the “"Material Contracts”): "): (i) all Contracts employment, severance, termination, consulting and retirement agreements that are not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; terminable "at will"; (ii) all Contracts that require agreements which involve future payments by the Company to purchase its total requirements of any product more than $50,000 or service from a Third Party; which are not cancelable without penalty by the Company in less than 60 days, (iii) all Contracts providing for royalty and licensing agreements of the Company to be the exclusive provider of any product or service to any Person; acting as a licensor; (iv) all Contracts that relate to the acquisition agreements with any labor organization or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); collective bargaining unit; (v) all Contracts with distributors and sales representatives; agreements for the purchase, sale or lease of any real estate; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport agreements for the sale of assets material to limit the ability operation of the Company to compete in any line of Company's business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made than in the ordinary course of business); business or the grant of any preferential rights to purchase any such material assets; (vii) agreements which contain provisions requiring the Company or any Subsidiary to indemnify any person not entered into in the ordinary course of business consistent with past practice; (viii) joint venture agreements or other agreements involving the sharing of profits; (ix) agreements (including, without limitation, agreements not to compete and exclusivity agreements) that reasonably could be interpreted to impose any restriction on any business operations of the Company or the Company Subsidiaries, except for agreements containing restrictions that would not have a the Material Adverse Effect on the Company; or (x) mortgages, pledges, or security any other agreements or similar arrangements constituting a Lien upon that are material to the assets or properties conduct of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant business of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingits Subsidiaries. (b) All the Material Contracts are valid and in full force and effect against on the date hereof (except to the extent they have previously expired in accordance with their terms) and constitute legal, valid and binding obligations of, and are legally enforceable against, the Company andor any of its Subsidiaries which is a party thereto, and to the Knowledge knowledge of the Company, each the other party or respective parties thereto. To the knowledge of the Company, there have been no threatened cancellations thereof and no outstanding disputes thereunder, except such that would not have a the Material Adverse Effect on the Company. Each of the Company and its Subsidiaries has in all material respects performed all the obligations under the Material Contracts required to be performed by the Company and its Subsidiaries to date. The Company is not in default, and to the Company's knowledge, no party is in default, in each case in accordance with the express terms thereof. There does not exist any material respect under any of the Material Contract Contracts, and there has not occurred any material violationevent which (whether with or without notice, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, the happening or occurrence of any other event) would constitute such a material violationdefault, breach, or event of default thereunder on except for defaults which would not in the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and aggregate reasonably be expected to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to have a Material Contract intends to cancel or terminate such Adverse Effect. True and complete copies of all Material Contract. (c) The Sellers Contracts have been delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, Parent or modifications thereto, along with a summary of each of the material terms of each oral Material Contractmade available for inspection.

Material Contracts. (ai) Section 4.14 of Except for this Agreement and Contracts filed as exhibits to the Disclosure Schedule sets forth a list of the following Contracts in effect Company Reports, as of the date hereof hereof, none of the Company or its Subsidiaries is a party to or bound by any Contract: (A) that limits or purports to limit, curtail or restrict, in any material respect, either the type of business in which the Company is a party or any of its Subsidiaries (the “Material Contracts”): (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or or, after giving effect to the Merger, Parent or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business, except for any Contract that may be cancelled without penalty or termination payments by the Company and which requires consideration to be furnished, and/or its Subsidiaries upon notice of sixty (60) days or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreementless; (iiB) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, strategic alliance or similar arrangement arrangement, or any Contract involving a sharing of revenues, profits, losses, costs, or liabilities by the CompanyCompany or any of its Subsidiaries with any other Person involving a potential combined commitment or payment by the Company or any of its Subsidiaries in excess of $1,000,000 in any calendar year; (ixC) agreements which relate to Indebtedness (excludingthat is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for the avoidance or guaranteeing indebtedness of doubt, Contracts evidencing liabilities with respect to deposits any Person in excess of $1,000,000 or that becomes due and accounts, trade payables, letters of creditpayable upon, or capital leases made provides a right of termination or acceleration as a result of, the consummation of the Merger and the other Transactions; (D) that, individually or together with related Contracts, provides for any acquisition, disposition, lease, license, use, distribution or outsourcing of assets, services, rights or properties with a value or requiring fees in any calendar year in excess of $1,000,000 or that is otherwise material to the business of the Company or any of its Subsidiaries; (E) that is a collective bargaining agreement; (F) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $1,000,000 in any calendar year, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of sixty (60) days or less; (G) that includes an indemnification obligation of the Company or any of its Subsidiaries in a Contract that was entered into by the Company or its Subsidiaries outside the ordinary course of business); (xH) mortgagesthat provides for any standstill, pledgesmost favored nation provision or equivalent preferential pricing terms, or security agreements exclusivity or similar arrangements constituting obligations to which the Company or any of its Subsidiaries is subject or a Lien beneficiary thereof, which is material to the Company or any of its Subsidiaries, taken as a whole, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon the assets notice of sixty (60) days or properties of the Companyless; (xiI) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of between the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Companyand its Subsidiaries, on the one hand, and any Seller the Company’s Affiliates (other than Subsidiaries of the Company) or any Affiliate of any Seller other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K of the SEC; and (xivJ) 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 that have a fair market value or purchase price of more than $100,000 (other than any Stock Plans or agreements entered pursuant thereto). Each such contract described in clause (i) above, together with all Contracts filed as exhibits to enter into any the Company Reports, is referred to herein as a “Material Contract.” (ii) Each of the foregoing. (b) All Material Contracts are in full force is and effect against after the Effective Time will continue to be valid and binding on the Company or its Subsidiaries, as the case may be and, to the Knowledge knowledge of the Company, each other party thereto, in each case in accordance with its terms and is in full force and effect, and each of the express terms thereofCompany and each of its Subsidiaries (to the extent they are party thereto or bound thereby) and, to the Company’s knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Material Contract. There does Each of the Company and each of its Subsidiaries is not exist under any Material Contract any material violation(with or without notice, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both) in breach or default in any material respect thereunder and, would constitute a material violation, breach, or event of default thereunder on to the part knowledge of the Company includingCompany, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no other party to any Material Contract hasis (with or without notice, repudiated lapse of time or both) in breach or default in any provision material respect thereunder, and neither the Company nor any of any such Material Contract. The Company its Subsidiaries has not received written notice that any from the other party to a any Material Contract intends of any intention to cancel cancel, terminate, change the scope of rights and obligations under or terminate not to renew such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 5.21(a) of the Company Disclosure Schedule sets forth a list lists all Material Contracts (as hereinafter defined) of the following Contracts Company and the Company Subsidiaries, and except as set forth in effect as Section 5.21(a) of the date hereof to which Company Disclosure Schedule, each Material Contract is valid and binding on the Company or such Company Subsidiary and is a in full force and effect and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. Except as set forth in Section 5.21(a) of the Company Disclosure Schedule, to the Company's knowledge, neither the Company nor any Company Subsidiary is in default or has received notice of any violation or default under any such Material Contract and, to the knowledge of the Company, no other party (is in default under any of the “Material Contracts”): , and no such violations or defaults will be triggered by the execution, delivery and performance of this Agreement by the Company or the consummation of the Transactions. For purposes of this Agreement, "Material Contracts" shall mean (i) all Contracts not fully performed providing for contracts, agreements or understandings of a party and the performance Subsidiaries of services or delivery of goods or materials by or to the Company and which requires consideration to be furnishedsuch party involving any payments in an amount, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person individually or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunderaggregate, in excess of $50,000; , (ii) all acquisition, merger, asset purchase or sale agreements entered into by a party or any Subsidiary of such party, (iii) all non-competition agreements and other agreements or obligations which purport to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of a party or any Subsidiary of such party may be conducted, (iv) all transactions, agreements, arrangements or understandings with any affiliate of a party or any Subsidiary of such party that would be required to be disclosed under Item 404 of Regulation S-K of Title 17, Part 229 of the Code of Federal Regulations ("Regulation S-K"), (v) all voting or other agreements to which a party is a party governing how any shares of such party's Common Stock shall be voted, (vi) all agreements which provide for, or relate to, the incurrence by a party or any Subsidiary of such party of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), (vii) all contracts or other agreements which would prohibit or materially delay the consummation of the Transactions, (viii) all joint venture agreements to which a party or any Subsidiary of such party is a party, (ix) all agreements or other arrangements related to the licensing of assets by or to a party or any Subsidiary of such party, (x) all material agreements of indemnification or any guaranty, (xi) any contracts or agreements which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which a party or any Subsidiaries of such party have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by such party or any Subsidiary of such party and which may not be canceled without penalty upon notice of ninety (90) days or less, (xii) each Contract with any directoragreement, officercontract or commitment currently in force to license any third party to manufacture or reproduce any party's product, employee, service or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, technology or any retention agreement, contract or similar transaction bonus; commitment currently in force to sell or distribute any party's products, service or technology except agreement with distributors or sales representatives in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to the other party; (xiii) each Contract between or among any material settlement agreement entered into within five (5) years prior to the Company, on the one hand, date of this Agreement; and any Seller or any Affiliate of any Seller on the other hand; and (xivxii) all Contracts to enter into any other agreements within the meaning set forth in Item 601(b)(10) of the foregoing. (b) All Material Contracts are in full force and effect against the Company and, to the Knowledge of the Company, each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. Regulation S-K. The Company has not, made available to Parent and to the Knowledge MergerCo true and correct copies of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material ContractContracts. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. Schedule 3.10 sets forth a true, correct and complete list of all existing contracts (a) Section 4.14 involving an annual commitment or annual payment to or from the Transferred Subsidiaries of more than Fifty Thousand United States Dollars (US$50,000), (b) with respect to the Transferred Subsidiaries relating to any indebtedness for borrowed money or the deferred purchase price of property, (c) which limit or restrict in any respect any of the Disclosure Schedule sets forth a list Transferred Subsidiaries from engaging in any line of the following Contracts business in effect as of the date hereof to which the Company is a party any jurisdiction, (the “Material Contracts”): (id) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate relating to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property the Transferred Subsidiaries (whether by merger, sale of securitiesstock, sale of assets, assets or otherwise); ) or (ve) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases not made in the ordinary course of businessbusiness and that are significant to the Transferred Subsidiaries, including all amendments thereto, to which Seller or any of its Subsidiaries is a party or by which it is bound (the “Material Contracts”); (x) mortgages. Each Material Contract is legal, pledgesvalid, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, binding and enforceable in accordance with its respective terms with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Material Contracts are in full force and effect against the Company its Subsidiaries, and, to the Knowledge of the CompanySeller’s Knowledge, each other party theretoto such Material Contract, in each case in accordance with except as the express terms thereofsame may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the rights of creditors generally and subject to the Laws governing (and all limitations on) specific performance, injunctive relief and other equitable remedies. There does not exist are no existing defaults or breaches by Seller or any of its Subsidiaries under any Material Contract or any material violationother contract to which Seller or any of its Subsidiaries is party and which relates to the Transferred Subsidiaries (or events or conditions which, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after with notice or lapse of time or both, would constitute a material violationdefault or breach) and, to Seller’s Knowledge, there are no such defaults (or events or conditions which, with notice or lapse of time or both, would constitute a default or breach, or event of default thereunder on the part of the Company including, without limitation, in connection ) with respect to any Indebtedness. The Company has not, and to the Knowledge of the Company no third party to any Material Contract has, repudiated any provision of or any such Material Contract. The Company has other contract, except in each case defaults or breaches that would not received written notice that any party reasonably be expected to have a Material Contract intends to cancel or terminate such Material ContractAdverse Effect on the Transferred Subsidiaries. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 4.15(a) of the Company Disclosure Schedule sets forth a list as of the date of this Agreement of each of the following Contracts in effect as of the date hereof other than Company Employee Plans (which shall be governed by Section 4.17), to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets are bound (each such Contract listed or required to be so listed, and each of the following Contracts to which the Company or any of its Subsidiaries becomes a party or by which any of them or any of their respective assets become bound after the date of this Agreement, an “Company Material ContractsContract”): (i) all Contracts not fully performed providing for any Contract (other than Leases), including any development, manufacturing, supply or distribution agreement, that involved or would reasonably be expected to involve in the performance of services fiscal year ending December 31, 2024, the payment or delivery of goods cash or materials other consideration by or to the Company and which requires consideration or any of its Subsidiaries in an amount that had a value or having an expected value in excess of $1,200,000; (ii) each Contract providing for the acquisition or disposition of assets outside of the ordinary course of business or of securities by or from any Person or any business (or any Contract providing for an option, right of first refusal or offer or similar rights with respect to be furnishedany of the foregoing) (A) that involved since December 31, 2021, or which would reasonably be expected to result involve, the payment of consideration in consideration excess of $1,000,000 in the aggregate with respect to such Contract or series of related Contracts, or (B) that contains (or would contain, in the case of an option, right of first refusal or offer or similar rights) (x) ongoing representations, warranties, covenants, indemnities or other obligations (including “earn-out”, contingent value rights or other contingent payment or value obligations) that would involve or would reasonably be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; (ii) all Contracts that expected to require the receipt or making of payments in excess of $1,000,000 or (y) any provision pursuant to which any Equity Securities of the Company to purchase or any of its total requirements of Subsidiaries (including any product or service from a Third PartyCompany ADS) may be issued; (iii) all Contracts providing for any Contract between any Governmental Authority, on the one hand, and the Company or any of its Subsidiaries, on the other hand, involving or that would reasonably be expected to be involve payments after the exclusive provider date of any product this Agreement to or service to any Personfrom such Governmental Authority in an amount having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2024; (iv) all Contracts any Contract that relate (A) limits or purports to limit, in any material respect, the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability freedom of the Company or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any geographic area area, (B) contains material exclusivity or during “most favored nation” obligations or restrictions with respect to the Company or any period of time, its Subsidiaries or (C) contains any other provisions that restricts materially restrict the ability of the Company or any of its Subsidiaries to do business with any Person develop, use or hire maintain the Company Platform or solicit any Personto sell, market, distribute, promote, manufacture, develop, use, commercialize, or that restricts the right test or research any Company Internal Drug Product Candidate, directly or indirectly through Third Parties, in any material respect; (v) any Contract relating to Indebtedness of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status of its Subsidiaries (including under any short-term financing facility) in excess of $1,000,000 (whether incurred, assumed, guaranteed or secured by any asset of the Company or any type of special discount rightsits Subsidiaries) other than any Contract exclusively between or among the Company and any of its wholly owned Subsidiaries; (vi) any Contract restricting the payment of dividends or the making of distributions in respect of any Equity Securities of the Company or any of its Subsidiaries or the repurchase or redemption of, any Equity Securities of the Company or any of its Subsidiaries (other than Contracts relating to Indebtedness described in clause (v) of this Section 4.15(a) and set forth in clause (v) of Section 4.15(a) of the Company Disclosure Schedule); (vii) any material joint venture, profit-sharing, partnership, collaboration or co-promotion agreement; (viii) all Contracts any Contract with any Person (A) pursuant to which the Company or its Subsidiaries are required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events (other than any Contract with contract research organizations for internal research entered into in the ordinary course of business) or (B) under which the Company or its Subsidiaries grants to any joint venturePerson any right of first refusal, partnershipright of first negotiation, option to purchase, option to license, or any other similar arrangement by rights with respect to the CompanyCompany Platform, any Company External Drug Product Candidate, any Company Internal Drug Product Candidate or any material Intellectual Property Rights, in the case of each of clauses (A) and (B), which payments are in an amount having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2024, or any fiscal year thereafter; (ix) agreements any lease or sublease for personal property for which relate annual rental payments made by the Company or any of its Subsidiaries were, or are expected to Indebtedness be, in excess of $1,000,000 in the fiscal year ending December 31, 2024, or any fiscal year thereafter; (excludingx) all material Contracts pursuant to which the Company or any of its Subsidiaries (A) receives or is granted any license (including any sublicense) to, for the avoidance of doubtor covenant not to be sued under, Contracts evidencing liabilities any Intellectual Property Rights (other than licenses to commercially available software, including off-the-shelf software, or other commercially available technology), including any Intellectual Property Rights (i) with respect to deposits and accountsthe Company Platform, trade payables, letters of creditany Company External Drug Product Candidate or any Company Internal Drug Product Candidate, or capital leases made (ii) used in the operation of the business of the Company or its Subsidiaries or (B) grants any license (including any sublicense) to, or covenant not to be sued under, any Company Intellectual Property (other than non-exclusive licenses granted in the ordinary course of business); , in the case of each of clauses (xA) mortgagesand (B), pledgesthat (1) involved aggregate payments by or to the Company or any of its Subsidiaries in excess of $1,000,000 in the fiscal year ending December 31, 2023, or security agreements will involve aggregate payments by or similar arrangements constituting a Lien upon to the assets Company or properties any of its Subsidiaries in excess of $1,000,000 in any fiscal year thereafter or (2) are material to the development or operation of the CompanyCompany Platform or the development, manufacture or commercialization or manufacture of any Company External Drug Product Candidate or Company Internal Drug Product Candidate; (xi) agreements for any Contract related to any merger, acquisition, consolidation, sale, spin-off or other business combination or divestiture transaction involving the sale Company, its Subsidiaries or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000any business unit thereof; (xii) each any Contract with providing for the development (including co- or joint development) of any directorIntellectual Property Rights, officerindependently or jointly, employee, or consultant of (A) by the Company on a full-time, part-time, consulting, or requiring its Subsidiaries or (B) for the Company or its Subsidiaries (other than Employee Proprietary Information Agreements and Consultant Proprietary Information Agreements, copies of which have been made available to pay severance or separation payments, change in control payments, or any retention or similar transaction bonusParent’s counsel); (xiii) each Contract between or among any Contracts (A) with any record or, to the knowledge of the Company, on beneficial owner as of the one handdate hereof of five percent or more of the voting securities of the Company, and or (B) of the type that would be required to be disclosed under Item 404 of Regulation S-K under the 1933 Act; (xiv) any Seller Contract involving the settlement or compromise of any Proceedings (whether pending or threatened) (or series of related Proceedings) which will involve payments after the date of this Agreement in excess of $500,000; (xv) any settlement agreements entered into by or with respect to the Company or any Affiliate of its Subsidiaries with any Seller on the other handTaxing Authority and providing for payments in excess of $500,000; and (xivxvi) all Contracts to enter into any Contract that obligates the Company or any Subsidiary of the foregoingCompany to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $500,000. (b) All Company Material Contracts are are, subject to the Bankruptcy and Equity Exceptions, (i) valid and binding obligations of the Company or a Subsidiary of the Company (as the case may be) and, to the knowledge of the Company, each of the other parties thereto, and (ii) in full force and effect and enforceable in accordance with their respective terms against the Company or its Subsidiaries (as the case may be) and, to the Knowledge knowledge of the Company, each of the other party thereto, parties thereto (in each case except for such Company Material Contracts that are terminated after the date of this Agreement in accordance with their respective terms, other than as a result of a default or breach by the express terms Company or any of its Subsidiaries of any of the provisions thereof), except where the failure to be valid and binding obligations and in full force and effect and enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There does To the knowledge of the Company, as of the date of this Agreement, no Person is seeking to terminate or challenge the validity or enforceability of any Company Material Contract, except such terminations or challenges which have not exist under had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any Material Contract of its Subsidiaries, nor, to the knowledge of the Company, any material violationof the other parties thereto, breach or event of defaulthas violated any provision of, or alleged material violationcommitted or failed to perform any act that (with or without notice, breach, or event of default, or event or condition that, after notice or lapse of time or both, ) would constitute a material violationdefault under any provision of, breach, or event of default thereunder on the part of and neither the Company includingnor any of its Subsidiaries has received written notice that it has violated or defaulted under, without limitationany Company Material Contract, except for those violations and defaults (or potential defaults) that would not have had and would not reasonably be expected to have, individually or in connection with any Indebtednessthe aggregate, a Material Adverse Effect. The Company has not, made available to Parent true and to the Knowledge complete copies of each Company Material Contract as in effect as of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contractdate hereof. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans, agreements with customers for the provision of drilling and related services, agreements filed as exhibits to the Parent SEC Documents or as set forth on the applicable subsection of Section 4.14 4.19(a) of the Parent Disclosure Schedule sets forth a list of the following Contracts in effect Schedule, as of the date hereof to which the Company hereof, neither Parent nor any of its Subsidiaries is a party (the “Material Contracts”):to or bound by: (i) all Contracts not fully performed providing any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) imposes any restriction on the right or ability of Parent or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of another person (other than any agreement related to a potential Takeover Proposal) or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent or any of its Subsidiaries in a material manner; (iii) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; (iv) any Contract expressly limiting or restricting the ability of Parent 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; (v) any Contract that by its terms calls for the performance of services or delivery of goods or materials aggregate payments by or to Parent or any of its Subsidiaries of more than $50.0 million in the Company aggregate over the remaining term of such Contract, except for (A) Contracts with a customer and which requires consideration (B) any such Contract that may be cancelled by Parent or any of its Subsidiaries with a penalty or other liability of less than $10.0 million to be furnishedParent or any of its Subsidiaries, upon notice of 60 days or less; and (vi) any Contract that contains “earn out” or other contingent payment obligations, or which would remaining indemnity or similar obligations, that could reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on payments after the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person hereof by Parent or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, its Subsidiaries in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant 50.0 million. All Contracts of the Company on a full-time, part-time, consulting, or requiring the Company types referred to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; clauses (xiiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and through (xivvi) all Contracts above are referred to enter into any of the foregoingherein as (“Parent Material Contracts”). (b) All Material Contracts are in full force and effect against Parent has delivered or made available to the Company true and complete copies of all Parent Material Contracts, subject to certain redactions made in order to comply with legal requirements. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) to Parent’s knowledge, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract and (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge Parent’s knowledge, of the Company, each other party thereto, and is in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violationfull force and effect, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and subject to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material ContractRemedies Exceptions. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of Except for the Disclosure Contracts set forth on Schedule sets forth a list of the following Contracts in effect as of the date hereof to which the Company is a party 5.9(a) (the “Material Contracts”):), and except for Contracts entered into after the date hereof and except for Contracts constituting Excluded Assets, neither Ashland nor any Asset Selling Corporation is a party to or bound by: (i) all Contracts not fully performed providing any Contract for the performance purchase of raw materials, Inventory, Fleet Vehicles or other Tangible Personal Property, in each case used exclusively in the Business with any supplier or for the furnishing of services or delivery of goods or materials by or exclusively to the Company Business extending beyond one (1) year from the date hereof and which requires consideration is not subject to be furnishedcancellation by Ashland or the Asset Selling Corporation party to such Contract without cause upon notice of ninety (90) days or less and without penalty, or the terms of which would reasonably be expected to result provide for remaining financial commitments or expenditures of the Business in consideration to be furnished, during the 12-month period either ending on excess of U.S. $2,500,000 (or commencing on the date of this Agreementits equivalent in any other currency); (ii) all Contracts that require any Contract for the Company sale of Inventory, Fleet Vehicles or other Tangible Personal Property or for the furnishing of services exclusively by the Business extending beyond one (1) year from the date hereof and which is not subject to purchase cancellation by Ashland or the Asset Selling Corporation party to such Contract without cause upon notice of ninety (90) days or less and without penalty, or the terms of which provide for remaining financial commitments or expenditures to the Business in excess of U.S. $2,500,000 (or its total requirements of equivalent in any product or service from a Third Partyother currency); (iii) all Contracts providing for any Contract containing (x) any “take or pay,” minimum purchase, requirements or similar mandatory purchase or sale obligations, (y) any restrictions on the Company to be the exclusive provider purchase or sale of goods or services in any product territory or service to any Personcustomers or (z) any exclusive arrangement provisions, in each case with the key suppliers or customers of the Business, as set forth on Schedule 5.9(a)(iii); (iv) all Contracts that relate any Contract with an Affiliate of Ashland related to the acquisition Business that is not terminable by either party thereto without cause upon notice of ninety (90) days or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise)less and without penalty; (v) all Contracts any Contract for the purchase of raw materials or Inventory with distributors the key suppliers as set forth on Schedule 5.9(a)(v) to each of the chemicals, plastics and sales representativescomposites divisions of the Business (in each case based on the total purchases of raw materials and Inventory by such division for the twelve months ended June 30, 2010); (vi) all Contracts with any Governmental AuthorityContract relating exclusively to the Business concerning a joint venture, partnership or similar contract or agreement (however named) involving the sharing of profits, losses, costs or liabilities; (vii) all Contracts that limit any Contract relating exclusively to the Business under which Ashland or purport to limit the ability of the Company to compete in any line of business Asset Selling Corporation has created, incurred, assumed or with guaranteed any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any PersonIndebtedness, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party under which Ashland or any third person “most favored nation” status or any type of special discount rightsAsset Selling Corporation has imposed an Encumbrance on the Conveyed Assets; (viii) all Contracts for any joint venture, partnership, or similar arrangement by Contract relating exclusively to the CompanyBusiness concerning non-competition; (ix) agreements which relate to Indebtedness (excluding, any severance Contract for the avoidance benefit of doubtthe directors or officers of the Business or Employees; (x) any collective bargaining agreement for the benefit of Employees; and (xi) any Contract under which Ashland or any Asset Selling Corporation has advanced or loaned any amount to any of the directors or officers of the Business or Employees, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made except in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, business consistent with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingprior practice. (b) All (i) Each Material Contracts are in full force Contract is valid and effect against the Company binding on Ashland, if Ashland is a party thereto, and any Asset Selling Corporation that is a party thereto and, to the Knowledge of the CompanyAshland, each other party thereto, and is in each case full force and effect, and (ii) neither Ashland nor any Asset Selling Corporation is in accordance with the express terms thereof. There does not exist under material breach of, or material default under, any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute to which it is a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contractparty. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 4.18 of the Company Disclosure Schedule Letter, as of the date of this Agreement, sets forth a true, correct and complete list of the following Contracts in effect as of the date hereof contracts to which the Company or any of its Subsidiaries is a party (the “Material Contracts”):or bound by: (i) all Contracts any “material contract” (as such term is defined in Item 10 and in Instructions as to Exhibits of Form 20-F under the Exchange Act, other than any Company Employee Plan); (ii) (A) any contract, arrangement or understanding (oral or written) with any director, officer, shareholder or Affiliate of the Company or any of its Subsidiaries (other than customary employment agreements) and (B) any contract that provides for indemnification by the Company or any of its Subsidiaries to any Person other than a contract entered into in the ordinary course of business or that is not fully performed providing for the performance of services or delivery of goods or materials by or material to the Company; (iii) any contract containing any provision or covenant that imposes any material restriction on the right or ability of the Company and which requires consideration or any of its Subsidiaries of any of their respective Affiliates (including post-Closing) to be furnished(A) compete with any other Person, (B) solicit any customer, or which would (C) acquire or dispose of the securities of another Person, or any other provision that materially restricts the conduct of any line of business by the Company or any of its Subsidiaries; (iv) any contract or series of contracts that (A) could reasonably be expected to result in consideration the payment of more than $5,000,000 by the Company or any of its Subsidiaries in the fiscal year ending December 31, 2018, or (B) obligates the Company or its Subsidiaries to be furnished, during the 12-month period either ending conduct business with any Third Party on or commencing on the date of this Agreementan exclusive basis; (iiv) all Contracts any contract that require the Company to purchase its total requirements of any product or service from contains a Third Party“most favored nation” provision; (iiivi) all Contracts providing for the Company to be the exclusive provider of any product or service to any PersonLabor Contracts; (ivvii) all Contracts any agreement relating to indebtedness for borrowed money of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $2,000,000; (viii) any management service, consulting, financial advisory or other similar type contract (including any engagement or retention agreement) with any investment or commercial bank or financial advisor; (A) any contract that relate grants any right of first refusal, right of first offer or similar right with respect to any securities, material assets, material rights or material properties of the Company or any of its Subsidiaries, (B) any voting agreement and (C) any registration rights agreement; (x) any contract or series of contracts that provides for the acquisition or disposition of any businessmaterial business or asset (including any drilling unit or vessel), a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securitiesshares, sale of assets, assets or otherwise); (vxi) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, strategic alliance or limited liability company agreement or other similar arrangement by contract, including the CompanyJoint Venture Agreements; (ixxii) agreements which relate to Indebtedness (excluding, for any contract limiting or restricting the avoidance ability of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters the Company or any of creditits Subsidiaries to, or requiring the Company or any of its Subsidiaries to, (A) make distributions or declare or pay dividends in respect of their share capital, partnership interests, membership interests or other equity interests, as the case may be, (B) redeem or repurchase any share capital, partnership interests, membership interests or other equity interests, (C) make loans or (D) grant Liens on the property of the Company or any of its Subsidiaries; (xiii) any contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital leases made contributions to, or investments in excess of $1,000,000 in, any Person (other than the Company or any of its Subsidiaries); (xiv) any contract (A) granting the Company or any of its Subsidiaries a license or right to use any Intellectual Property or IT Asset (other than commercially available software licenses with annual fees of less than $1,000,000), (B) permitting any Third Party to use, enforce or register any Intellectual Property owned by the Company or any of its Subsidiaries, including any license agreements, coexistence agreements and covenants not to ▇▇▇ (other than non-exclusive licenses to customers and suppliers in the ordinary course of business) or (C) restricting the right of the Company or any of its Subsidiaries to use, commercially exploit or register any Intellectual Property owned by the Company or any of its Subsidiaries (other than any of the contracts identified in Section 4.18(a)(iii) of the Company Disclosure Letter); (xxv) mortgagesany drilling unit or vessel construction, pledgesrepair, modification, life extension, overhaul or security agreements conversion contract for an amount in excess of $5,000,000 with respect to which the drilling unit or similar arrangements constituting a Lien upon the assets or properties of the Companyvessel has not been delivered and paid for; (xixvi) agreements any drilling contracts of one year or greater in remaining duration (not including any unexercised customer options); (xvii) any ship-sales, memorandum of agreement or other vessel acquisition contract for vessels under construction, newly constructed and secondhand vessels contracted for by the sale Company or purchase any of personal property having a value individuallyits Subsidiaries and other contracts with respect to vessels under construction, newly constructed and secondhand vessels and the financing thereof, including performance guarantees, refund guarantees and future charters; (xviii) (A) any operating agreement, management agreement, crewing agreement or financial lease (including sale/leaseback or similar arrangements) with respect to any Company Fleet Asset, (B) each contract, including any option, with respect to all sales the purchase or purchases thereundersale of any Company Fleet Asset and (C) each contract with a third party for the charter of any Company Fleet Asset (other than any drilling contract of less than one year in remaining duration, excluding any unexercised customer options); (xix) any contract that involved the receipt of more than $5,000,000 by the Company or any of its Subsidiaries in the fiscal year ending December 31, 2017 or that is expected to result in the receipt of such amount by the Company or any of its Subsidiaries in the fiscal year ending December 31, 2018 (other than any drilling contract of less than one year in remaining duration, excluding any unexercised customer options); (xx) any contract obligating the Company or any of its Subsidiaries not to acquire assets or securities of a Third Party or agreements by a Third Party not to acquire assets or securities of the Company (excluding standstill agreements); (xxi) any contract involving a standstill or similar obligation of the Company or any of its Subsidiaries; (xxii) the Governance Agreements; and (xxiii) any contract guaranteeing the performance of any Third Party in excess of $50,000; 1,000,000. All contracts of the types referred to in clauses (xiii) each Contract with any director, officer, employee, through (xxiii) above (whether or consultant not set forth on Section 4.18 of the Company Disclosure Letter) are referred to herein as a “Company Material Contract.” The Company has made available to Parent prior to the date of this Agreement a true, complete and correct copy of each Company Material Contract that has not expired or been terminated prior to the date hereof (including all amendments, modifications, side letters, extensions, and renewals thereto and waivers thereunder) as in effect on a full-time, part-time, consulting, or requiring the date of this Agreement (subject to any redaction of information contained therein reasonably determined to be necessary by the Company (after consultation with its outside legal counsel) in order to pay severance or separation payments, change in control payments, or comply with any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingapplicable Antitrust Law). (b) All Material Contracts are in full force and effect against Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole (i) neither the Company nor any of its Subsidiaries is in breach of, or default under, any Company Material Contract and, to the Knowledge knowledge of the Company, no other party to any Company Material Contract is in breach of, or default under, any Company Material Contract, (ii) no event has occurred that with notice or the lapse of time or both would constitute a breach of or default under any Company Material Contract, (iii) each Company Material Contract is a valid and binding obligation of the Company or its Subsidiary, as applicable, and, to the knowledge of the Company, of each other party thereto, subject to the Bankruptcy and Equity Exception, and (iv) each Company Material Contract is in full force and effect, except for any Company Material Contracts that have expired or been terminated after the date hereof in accordance with their terms and, as applicable, Section 6.01(o). There are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Material Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Company Material Contract to terminate for default, convenience or otherwise any Company Material Contract nor, to the knowledge of the Company, is any such party threatening to do so, in each case in accordance with the express terms thereof. There does except as would not exist under any Material Contract any be material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of to the Company includingand its Subsidiaries, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to taken as a Material Contract intends to cancel or terminate such Material Contractwhole. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 Except for this Agreement, Contracts filed as exhibits to Company SEC Documents, and Contracts listed in Schedule 4.9(a) of the Company Disclosure Schedule sets forth a list of the following Contracts in effect Letter, as of the date hereof to which hereof, none of the Company or its Subsidiaries is a party (the “Material Contracts”):to or bound by: (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result any Contract containing a covenant restricting in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit respect the ability of the Company or any of its Subsidiaries (or that, following the Closing, would restrict the ability of the Surviving Corporation or its Subsidiaries) to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Personarea, or that restricts the right to hire any individual or group of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rightsindividuals; (viiiii) all Contracts for any joint venture, partnership, strategic alliance or other similar arrangement by the CompanyContract (including any franchising agreement but in any event excluding introducing broker agreements); (ixiii) agreements which relate to Indebtedness any Contract with any Governmental Authority (excluding, for the avoidance of doubt, other than Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, any Governmental Authority as a client or capital leases made customer entered into in the ordinary course of business) that imposes any material obligation or restriction on the Company or any of its Subsidiaries; (iv) any Contract relating to Indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing but in any event excluding trade payables, securities transactions, brokerage agreements and other Contracts arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $5,000,000; (v) any Contract relating to the disposition or acquisition by the Company or any of its Subsidiaries, with material obligations remaining to be performed or liabilities continuing after the date of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (vi) any Contracts containing any of the following terms or provisions: (x) so-called “most-favored nation” provisions or any similar provision requiring the Company or any of its Subsidiaries to offer a third party terms or concessions at least as favorable as those offered to one or more other parties or (y) settlement, non-prosecution or similar agreements involving payments in excess of $2,500,000 or involving future performance or restraints on action by the Company or any of its Subsidiaries, in each of clauses (x) and (y), except as would not be expected to be material to thereto, taken as a whole; (vii) any other Contract 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; (viii) any Contract with any Affiliate of the Company (other than a Company Subsidiary) or ▇▇▇▇▇▇▇▇▇ LLC or any of its Affiliates that will continue in effect after the Closing, other than any Contracts set forth on Schedule 4.13(a) of the Company Disclosure Letter; (ix) any Contract under which a claim for indemnification has been made by any Person prior to the date hereof that remains unresolved; and (x) mortgagesany material Intellectual Property licenses, pledgessublicenses and other agreements under which the Company or its Subsidiaries is either a licensor or licensee of Intellectual Property, or security except such licenses, sublicenses and other agreements or similar arrangements constituting relating to off-the-shelf software which is commercially available on a Lien upon retail basis (collectively, the assets or properties of the Company; “Company IP Licenses”). Each such Contract described in clauses (xii) agreements through (x) above and each such Contract that would be a Material Contract but for the sale or purchase exception of personal property having a value individually, with respect being filed as an exhibit to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on SEC Documents is referred to herein as a full-time, part-time, consulting, or requiring the “Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingMaterial Contract.” (b) All Material Contracts are Except as has not materially impaired or would not reasonably be expected to materially impair, either individually or in full force and effect against the aggregate, the business of the Company or its Subsidiaries, taken as a whole, (i) each Company Material Contract is a valid and binding obligation of the Company or its Subsidiary that is a party thereto and, to the Knowledge of the Company, each the other parties thereto, and is in full force and effect and enforceable against the Company or its Subsidiary that is a party thereto and, to the Knowledge of the Company, the other parties thereto, in each case in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the express terms thereof. There does not exist rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at Law), (ii) none of the Company or any of its Subsidiaries is in violation or breach of or default under (or, to the Knowledge of the Company, is alleged to be in default or breach in any material respect under) any Company Material Contract or under any Contract with any employee of the Company or any of its Subsidiaries in any case, material to the Company or its Subsidiaries, and after giving effect to the Merger (each, a “Company Material Employment Arrangement”) nor, to the Knowledge of the Company, is any other party to any such Company Material Contract any material violationor such Company Material Employment Arrangement and (iii) except as set forth on Schedule 4.9(b) of the Company Disclosure Letter, breach or event to the Knowledge of defaultthe Company, or alleged material violation, breach, or event of default, or no event or condition circumstances has occurred that, after with notice or lapse of time or both, would constitute a material violation, breach, or an event of default thereunder on or result in the part termination thereof or would cause or permit the acceleration of any right or obligation or the loss of any benefit to the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contractits Subsidiaries. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 3.17(a) of the Disclosure Schedule sets forth a list of lists the following Contracts in effect as of the date hereof to which the Company any ▇▇▇▇▇▇ LLC or Subsidiary is a party or subject or by which any of them are bound (the “Material Contracts”): (i) all employment or consulting Contracts, including Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements employment of any product officer, employee or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property person (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person a legally binding nature or in any geographic area or during any period the nature of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viiiinformal understandings) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consultingor consulting basis, which is not terminable on notice without cost or requiring other liability to the Company ▇▇▇▇▇▇ LLCs or the Subsidiaries, except accrued vacation pay; (ii) any Contracts or group of related Contracts for the purchase or sale of products, materials, supplies, goods, equipment or other assets or services involving a purchase or sale amount in excess of $250,000; (iii) all leases (whether of real or personal property) (A) providing for the payment by or to pay severance or separation payments, change in control payments, any of the ▇▇▇▇▇▇ LLCs or any retention of the Subsidiaries of annual rent of $100,000 or more or base rent over the term of the lease of $100,000 or more that cannot be terminated by such ▇▇▇▇▇▇ LLC or Subsidiary on not more than 90 days’ notice with payment by such entity of a penalty not in excess of $100,000 (excluding any lease with aggregate annual payments of $100,000 or less for pagers, telephone equipment, copy machines and the like entered into in the ordinary course of business) or (B) which is a surface or subsurface lease with a third party that is used in or related to the gathering, treating or processing businesses of the ▇▇▇▇▇▇ LLCs or the Subsidiaries and the loss of which could materially interfere with the operations of the ▇▇▇▇▇▇ LLCs or any Subsidiary, as presently conducted; (iv) any Contract for the purchase or sale of any capital assets; (v) all Contracts relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of the assets of the ▇▇▇▇▇▇ LLCs or the Subsidiaries; (vi) all Contracts relating to any surety bond or letter of credit required to be maintained by the ▇▇▇▇▇▇ LLCs or the Subsidiaries or relating to the creation, incurrence, assumption or guarantee of any indebtedness; (vii) any Contract that grants a power of attorney, agency or similar transaction bonusauthority outside the ordinary course of business by the ▇▇▇▇▇▇ LLCs or the Subsidiaries to another person or entity; (viii) all license agreements, transfer or joint-use agreements or other Contracts related to Intellectual Property Rights; (ix) any Contract concerning a partnership, joint venture or other similar arrangement (other than the partnership agreements of the Subsidiaries); (x) any Contracts containing exclusivity, noncompetition or nonsolicitation provisions or that would otherwise prohibit the ▇▇▇▇▇▇ LLCs or the Subsidiaries from freely engaging in business anywhere in the world or prohibiting the solicitation of the employees or contractors of any other entity; (xi) all Contracts pertaining to confidentiality or non-disclosure other than Contracts related to employees, agents, the purchase or sale of products in the ordinary course of business or potential acquisitions that were not completed; (xii) all Contracts terminable by any other party upon a change of control of the ▇▇▇▇▇▇ LLCs or the Subsidiaries or upon the failure of the ▇▇▇▇▇▇ LLCs or the Subsidiaries to satisfy financial or performance criteria specified in such Contract; (xiii) each any Contract between with HEP or among any of HEP’s affiliates (other than the Company▇▇▇▇▇▇ LLCs and the Subsidiaries) or any director or officer of HEP or any of HEP’s affiliates (including any employment, compensation or benefit agreement or arrangement) that will not be terminated at or prior to Closing without premium, penalty or payment on the one handpart of any party thereto; (xiv) any Contract relating to the gathering, and processing, treating, transportation, sale or purchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or the provision of services related thereto (including any Seller operation, operation servicing or maintenance Contract), in each case pursuant to which any of the ▇▇▇▇▇▇ LLCs or any Affiliate of the Subsidiaries receives annual revenues or makes annual payments in excess of $250,000; (xv) any collective bargaining agreement; (xvi) any Contract that grants to any person any right of first refusal, right of first offer or participation right in any material future business or business opportunity of any Seller of the ▇▇▇▇▇▇ LLCs or any of the Subsidiaries; (xvii) any futures or options trading Contracts or any price swaps, ▇▇▇▇▇▇, or futures instruments involving payments or potential payments; (xviii) any Contract obligating any of the ▇▇▇▇▇▇ LLCs or any of the Subsidiaries after the Closing Date to issue any securities or ownership interests or granting any registration rights with respect thereto; (xix) any Contracts that provide for the indemnification by any of the ▇▇▇▇▇▇ LLCs or any of the Subsidiaries or the assumption of any Tax, environmental or other liability of any person; (xx) any other Contract not described in the foregoing clauses (i) through (xx) pursuant to which any of the ▇▇▇▇▇▇ LLCs or any of the Subsidiaries has future liability in excess of $250,000 per year and that cannot be terminated by the ▇▇▇▇▇▇ LLCs or the Subsidiaries on the other handnot more than 90 days’ notice with payment by such entity of a penalty not in excess of $250,000; and (xivxxi) any and all other Contracts to enter into any of the foregoing▇▇▇▇▇▇ LLCs or the Subsidiaries (other than Easements) not entered into in the ordinary course of business or that are material to the business, financial condition, results of operations or prospects of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, taken as a whole. (b) All Each Material Contracts are Contract and any Contract contributed by HEP to the ▇▇▇▇▇▇ LLCs or the Subsidiaries pursuant to Section 5.8 (the “Contributed Contracts”) is valid and binding, currently in full force and effect against the Company and, to the Knowledge of the Company, each other party thereto, in each case enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). The ▇▇▇▇▇▇ LLCs and the express terms thereof. There does not exist under any Subsidiaries have performed in all material respects all of their respective obligations required to be performed by them to date in connection with each Material Contract any and HEP has performed in all material violationrespects all of its obligations required to be performed by it to date in connection with each Contributed Contract. None of HEP, the ▇▇▇▇▇▇ LLCs or the Subsidiaries is in breach or event of default, or alleged material violation, breach, has received any notice of any claim of breach or default (or any event of default, or event or condition that, after with notice or lapse of time or both, would reasonably be expected to constitute a material violationbreach or default) by them under or notice of termination of any Material Contract or Contributed Contract. To the knowledge of HEP, there is no breach, anticipated breach or event of default thereunder on the part of the Company including, without limitation, in connection with by any Indebtedness. The Company has not, and to the Knowledge of the Company no other party to any Material Contract has, repudiated any provision of any such Material or Contributed Contract. The Company has not received written notice that any party ▇▇▇▇▇▇ LLCs have made available to Regency prior to the date hereof a true and complete copy of each Material Contract intends to cancel or terminate such Material Contractand Contributed Contract (including all modifications, amendments and supplements thereto and waivers thereunder). (c) The Sellers ▇▇▇▇▇▇ LLCs and the Subsidiaries do not have delivered any Contracts, material or otherwise, with any Governmental Authority. (d) There are no arrangements under any of the Material Contracts or Contributed Contracts by which any of the ▇▇▇▇▇▇ LLCs or Subsidiaries will be obligated by virtue of a prepayment or take or pay arrangement, production payment or other arrangement to sell, gather, transport or deliver hydrocarbons at some future time without being entitled to receive full payment therefor. (e) Section 3.17(e) of the Disclosure Schedule lists the following Contracts to which HEP is a party for the benefit of the ▇▇▇▇▇▇ LLCs and the Subsidiaries: (i) all Contracts relating to any surety bond or letter of credit that supports the business of the ▇▇▇▇▇▇ LLCs or the Subsidiaries; (ii) all license agreements, transfer or joint-use agreements or other Contracts related to Intellectual Property Rights; (iii) any parent guaranty of any obligations of the ▇▇▇▇▇▇ LLCs or the Subsidiaries; (iv) any other Contract to be contributed to the Purchaser a true, correct, and complete copy of each written Material Contract, including ▇▇▇▇▇▇ LLCs or the Subsidiaries pursuant to Section 5.8; and (v) all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material ContractContracts to be terminated prior to Closing pursuant to Section 5.6.

Material Contracts. (a) Section 4.14 of the Disclosure Schedule 3.12(a) sets forth a correct list of the following types of Purchased Contracts in effect as of the date hereof to which a Seller Entity, in connection with and primarily related to the Company Business, is a party (or by which it is bound or by which any of the “Material Contracts”):Purchased Assets or Assumed Liabilities is bound or affected: (i) all Contracts not fully performed providing for the performance any Purchased Contract (A) with any supplier of services or delivery of goods or materials by or to the Company and which requires consideration to be furnishedgoods, components, packaging, or other materials, or (B) relating to co-manufacturing, contract manufacturing, toll manufacturing, or similar arrangements pursuant to which would any third party manufactures, assembles, packages, or produces any product on behalf of the Business, in each case that (1) has resulted in or is reasonably be expected to result in consideration expenditures by the Business of more than Fifty Thousand Dollars ($50,000) in any of 2025 or 2026, (2) requires the Business to be furnishedpurchase all or any portion of its requirements from such supplier or manufacturer, during (3) contains any minimum purchase, volume commitment, or “take or pay” requirements, (4) grants such party any right to increase prices without the 12-month period either ending on consent of the Business, or commencing on the date of this Agreement(5) contains any penalty or adverse consequence for failure to meet forecasted volumes; (ii) all Contracts any Purchased Contract with any e-commerce platform, online marketplace, retailer, wholesaler, distributor, fulfillment provider, third-party logistics provider, or other sales channel partner that require (A) has resulted in or is reasonably expected to result in sales or expenditures by the Company Business of more than Fifty Thousand Dollars ($50,000) in any of 2025 or 2026, (B) grants such party exclusive or preferred rights with respect to purchase its total requirements any product, geographical area, or sales channel, (C) obligates the Business to provide equal or preferred pricing terms (including any “most favored nation” or “most favored customer” provision), (D) provides for any rebates, chargebacks, returns allowances, promotional allowances, or similar payments, (E) restricts the ability of the Business to sell products directly to consumers or through other channels, or (F) is with any product of the ten (10) largest customers of the Business by revenue in any of 2025 or service from a Third Party2026; (iii) all Contracts providing any Purchased Contract with any advertising agency, marketing agency, digital marketing provider, influencer, affiliate marketer, or other Person engaged in marketing or promotional activities for the Company Business that (A) has resulted in or is reasonably expected to be result in expenditures by the Business of more than Fifty Thousand Dollars ($50,000) in any of 2025 or 2026, or (B) grants such Person any exclusive provider of any product or service to any Personrights; (iv) all Contracts any IP Contract; (v) any material Purchased Contract relating to (A) quality assurance, product testing, product certification, product safety compliance, or product recalls, or (B) product warranty or recall obligations materially more extensive than the Business’s standard terms; (vi) any Purchased Contract under which any Seller Entity is a lessee of or holds any equipment, warehouse, distribution center, or other property that relate has resulted in or is reasonably expected to result in expenditures by the Business of more than Fifty Thousand Dollars ($50,000) in any of 2025 or 2026; (vii) any Purchased Contract relating to (A) the acquisition of any business, Equity Interests, or material assets of any other Person, or (B) the sale or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assetsEquity Interests, or otherwisematerial assets (other than finished goods Inventory in the ordinary course consistent with past practice), in each case including any continuing indemnification, earnout, or non-compete obligations; (vviii) all Contracts any Purchased Contract relating to the incurrence of Indebtedness by any Seller Entity with distributors respect to the Business or the placing of any Encumbrance (other than a Permitted Encumbrance) on any of the Purchased Assets unless (A) any such Indebtedness will by its terms be satisfied in full as of the Closing and sales representatives(B) any such Encumbrance will by its terms be released as of the Closing; (viix) all Contracts with any Governmental AuthorityPurchased Contract relating to any joint venture, partnership, strategic alliance, co-branding arrangement, or similar relationship; (viix) all Contracts any Purchased Contract that limit or purport to limit (A) limits the ability freedom of the Company Business to compete in any line of business or with any Person or in any geographic area geographical area, product category, or during any period of timesales channel, that (B) restricts the ability of the Company to do business with any Person or hire or solicit any Persondevelopment, manufacture, marketing, distribution, or that restricts the sale of products, or (C) includes any right of the Company to sell to first offer or purchase from right of first refusal favoring any other Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viiixi) all Contracts for any joint venture, partnership, or similar arrangement by the Company;Purchased Contract with any Governmental Authority; and (ixxii) agreements which relate any Purchased Contract not otherwise set forth or required to Indebtedness be set forth on Schedule 3.12(a) pursuant to the foregoing clauses (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases i) through (xi) that is (A) not made in the ordinary course of business); (x) mortgages, pledgesbusiness consistent with past practice, or security agreements (B) otherwise material to the Business or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingPurchased Assets. (b) All Each Purchased Contract (i) set forth or required to be set forth on Schedule 3.12(a), and (ii) by which any of the Purchased Assets are bound or affected or to which a Seller Entity is a party or by which it is bound in connection with the Business or the Purchased Assets, that is (A) related to material revenue generated by the Business, or (B) with a supplier of goods or services that has resulted in, or that is reasonably expected to result in, expenditures by the Business of more than Twenty-Five Thousand Dollars ($25,000) in 2025 or 2026 (collectively, the “Material Contracts are Contracts”) is in full force and effect against the Company and constitutes a valid obligation of such Seller Entity and, to Seller’s Knowledge, the Knowledge of the Company, each other party or parties thereto, in each case enforceable against such Seller Entity and, to Seller’s Knowledge, such other party or parties in accordance with its terms, subject to the express terms thereofEnforceability Limitations. There does Each Seller Entity has performed or complied in all material respects with all of its covenants and obligations required to be performed by such Seller Entity under each Material Contract. No Seller Entity has provided written notice to, or received written notice from, any counterparty to a Material Contract that such Seller Entity or such counterparty is unable to perform, will not exist perform or is excused from performing, under any Material Contract. Neither a Seller Entity, nor, to Seller’s Knowledge, any other party to a Material Contract any material violation, breach or event of defaultis in, or is alleged in writing to be in, material violation, breach, breach of or default under such Material Contract. No event of default, or event or condition that, after notice or has occurred that with the lapse of time or both, the giving of notice or both would constitute a breach or default in any material violation, breach, or event of default thereunder respect on the part of the Company includingany Seller Entity or, without limitationto Seller’s Knowledge, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no other party to any Material Contract has, repudiated any provision of under any such Material Contract. The Company No Seller Entity has not received any written or, to Seller’s Knowledge, oral notice that from any party counterparty to a Material Contract that such counterparty intends to cancel terminate, not renew, or terminate materially amend the terms of such Material Contract. (c) The Sellers have delivered , and no Seller Entity has given any such written or oral notice to the any counterparty to a Material Contract. Seller has provided to Purchaser a true, correct, and complete correct copy of each written Material Contract, (including all amendments, waiversexhibits, supplements, or modifications and schedules thereto, along with a summary ) of each of the material terms of each Material Contract (or, with respect to any oral Material Contract, a written summary of the terms and conditions of such oral Material Contract).

Material Contracts. (ai) Section 4.14 of the Disclosure Schedule 3.1(p) sets forth a true and complete list of the following Contracts (each a "Material Contract" and collectively, the "Material Contracts"): (A) all joint operating or development agreements or similar Contracts that apply to Properties that, in effect as the aggregate, represent not less than 95% of the date hereof aggregate Maximum Title Deficiency Amount; (B) all Contracts that pertain to the provision of drilling services to any Company or with respect to any of the Properties; (C) all Contracts that concern the purchase and sale, gathering, transportation, compression or processing of Hydrocarbons or similar Contracts relating to or included in the Properties that are operated by a Company and that are (x) not terminable without penalty on ninety or less days notice or (y) can be reasonably expected to result in aggregate monthly revenues to the Companies of more than $25,000 (based solely on the terms thereof and without regard to any expected increase in volumes or revenues) during the current or any subsequent calendar year; (D) any indenture, mortgage, loan, credit or sale leaseback or similar financial Contract to which the any Company is a party (the “Material Contracts”):or to which any Property is subject; (iE) all leases (other than a Lease) under which any Company is the lessor or the lessee of real or personal property which lease (x) cannot be terminated by such Company without penalty or payment upon sixty or less days notice or (y) involves an annual base rental of more than $100,000; (F) all hedging or swap Contracts not fully performed providing for the performance to which any Company is a party or by which any assets of services any Company is bound; (G) any employment, severance, retention, termination or delivery consulting Contract or Plan between any Company and any other Person other than any consulting Contract that can be terminated by such company without penalty or payment upon sixty or less days notice. (ii) Other than preferential rights of goods or materials purchase and/or rights to consent to transfer, as to which no representation is made, there exist no material defaults by or any Company under any Material Contract or, to the Knowledge of the Sellers, by any other Person that is a party to such Material Contract, and no Company and which requires consideration to be furnished, has received written notice of (A) any default under any Material Contract or which (B) any other Claim under any Material Contract that would reasonably be expected to result in consideration a material loss to a Company or the termination of such Material Contract. The Companies are in compliance with the material terms of all Material Contracts. Material Contracts under this Section 3.1 (p)(ii) does not include any Leases. (iii) True and complete copies (including all amendments thereto) of each Material Contract have been or will be furnished, during the 12-month period either ending on made available to Purchaser prior to or commencing on promptly following the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Material Contracts are in full force and effect against the Company and, to the Knowledge of the Company, each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 Except for contracts reflected as exhibits to its reports and other documents required to be filed under the 1934 Act and the Securities Act of the Disclosure Schedule sets forth a list of the following Contracts in effect as of the date hereof to which the Company is a party 1933 (the “Material Contracts1933 Act”): ) (i) all Contracts not fully performed providing collectively, the “SEC Reports”), including Monroe’s Annual Report on Form 10-K for the performance of services or delivery of goods or materials by or to year ended December 31, 2009, and Quarterly Report on Form 10-Q for the Company and which requires consideration to be furnishedquarter ended June 30, 2010, or which would reasonably be expected to result as set forth in consideration to be furnishedthe Monroe Disclosure Schedule, during the 12-month period either ending on or commencing on as of the date of this Agreement; , neither Monroe nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, (i) any contract relating to the borrowing of money by Monroe or any of its Subsidiaries or the guarantee by Monroe or any of its Subsidiaries of any such obligation (other than contracts pertaining to fully-secured repurchase agreements, and trade payables, and contracts relating to borrowings or guarantees made in the ordinary course of business), (ii) all Contracts any contract containing covenants that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company Monroe or any of its Subsidiaries to compete in any line of business or with any Person Person, or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit engage the services of any Person, or that restricts the right involve any restriction of the Company geographic area in which, or method by which, Monroe or any of its Subsidiaries may carry on its business (other than as may be required by Law or any Governmental Authority) (as each are hereinafter defined), or any contract that requires it or any of its Subsidiaries to sell deal exclusively or on a “sole source” basis with another party to or purchase from such contract with respect to the subject matter of such contract, (iii) any Personcontract for, with respect to, or that grants the contemplates, a possible merger, consolidation, reorganization, recapitalization or other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnershipbusiness combination, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance asset sale or sale of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made equity securities not in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individuallybusiness consistent with past practice, with respect to all sales Monroe or purchases thereunderany of its Subsidiaries, (iv) any other contract or amendment thereto that would be required to be filed as an exhibit to any SEC Report (as described in Items 601(b)(4) and 601(b)(10) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to or incorporated by reference in Monroe’s SEC Reports filed prior to the date of this Agreement, (v) any lease of real or personal property providing for annual lease payments by or to Monroe or its Subsidiaries in excess of $50,000; 100,000 per annum other than financing leases entered into in the ordinary course of business in which Monroe or any of its Subsidiaries is the lessor, or (xiivi) any contract that involves expenditures or receipts of Monroe or any of its Subsidiaries in excess of $100,000 per year not entered into in the ordinary course of business consistent with past practice. The contracts of the type described in the preceding sentence, whether or not in effect as of the date of this Agreement, shall be deemed “Material Contracts” hereunder. With respect to each of Monroe’s Material Contracts (i) that is reflected as an exhibit to any SEC Report, (ii) would be required under Items 601(b)(4) and 601(b)(10) of Regulation S-K under the 1933 Act to be filed as an exhibit to any of its SEC Reports or (iii) that is disclosed in the Monroe Disclosure Schedule, or would be required to be so disclosed if in effect on the date of this Agreement: (A) each such Material Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Material Contracts are is in full force and effect against the Company andeffect; (B) neither Monroe nor any of its Subsidiaries is in material default thereunder with respect to each Material Contract, to the Knowledge of the Company, each other party thereto, as such term or concept is defined in each case in accordance with the express terms thereof. There does not exist under such Material Contract; (C) neither Monroe nor any Material Contract of its Subsidiaries has repudiated or waived any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any ; and (D) no other party to a any such Material Contract intends is, to cancel or terminate such Monroe’s knowledge, in material default in any material respect. True copies of all Material ContractContracts, including all amendments and supplements thereto, that are not filed as exhibits to SEC Reports are attached to the Monroe Disclosure Schedule. (cb) The Sellers Neither Monroe nor any of its Subsidiaries have delivered to the Purchaser a trueentered into any interest rate swaps, correctcaps, floors, option agreements, futures and complete copy of each written Material Contract, including all amendments, waivers, supplementsforward contracts, or modifications theretoother similar risk management arrangements, along with a summary whether entered into for Monroe’s own account or for the account of each one or more of the material terms of each oral Material Contractits Subsidiaries or their respective customers.

Material Contracts. (a) Section 4.14 of Except for this Agreement and except for Contracts disclosed in the Disclosure Schedule sets forth a list of the following Contracts in effect Data Room or filed as of the date hereof to which the Company is a party (the “Material Contracts”): (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or exhibits to the Company and which requires consideration SEC Reports filed with the SEC prior to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement, as of the date hereof, none of the Company or its Subsidiaries is a party to or bound by: (i) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) all Contracts that require any Contract involving the payment or receipt of amounts by the Company or any of its Subsidiaries, or relating to purchase its total requirements of any product or service from a Third Partymaterial Indebtedness; (iii) all Contracts providing for any material joint venture contracts, strategic cooperation, partnership arrangements or other agreements outside the ordinary course of business involving a sharing of profits, losses, costs or liabilities by the Company to be the exclusive provider or any of its Subsidiaries with any product or service to any Personthird party; (iv) all Contracts any Contract that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assetslimits, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport purports to limit limit, the ability of the Company or any of its Subsidiaries or any of their respective employees to compete in any material line of business or with any Person or entity or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viiiv) all Contracts any material Contract entered into after December 31, 2010, for any joint venturethe acquisition or disposition, partnershipdirectly or indirectly (including by merger, consolidation, combination or similar arrangement by amalgamation) of assets (other than assets purchased pursuant to capital expenditures) or share capital or other equity interests of another Person, which is material to the CompanyCompany and its Subsidiaries, taken as a whole; (ixvi) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the CompanyCompany or any of its Subsidiaries, on the one hand, and any Seller of their respective Affiliates (other than the Company or any Affiliate of any Seller its Subsidiaries), on the other hand, that involves an amount of payments which is material to the Company and its Subsidiaries, taken as a whole; (vii) any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any Person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act; (viii) each Contract (other than Contracts granting Company Options) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the Merger where (A) such Contract requires any payment in an amount which is material to the Company and its Subsidiaries, taken as a whole, to be made by the Company or any of its Subsidiaries or (B) the value of the outstanding receivables due to the Company and its Subsidiaries under such Contract is in an amount which is material to the Company and its Subsidiaries, taken as a whole; and (xivix) all Contracts any other contracts and agreements, whether or not made in the ordinary course of business, which are material to enter into any the Company and its Subsidiaries, taken as a whole, or the conduct of their respective businesses, or the foregoingabsence of which would have a Company Material Adverse Effect. Each such Contract described in clauses (i) through (ix) above, whether or not filed as an exhibit to the Company SEC Reports or disclosed in the Company Disclosure Schedule or the Data Room, is referred to herein as a “Material Contract”. (b) All As of the date hereof, except as would not have a Company Material Contracts are in full force Adverse Effect, (i) each Material Contract is a legal, valid and effect against binding obligation of the Company or its Subsidiaries party thereto and, to the Knowledge Company’s Knowledge, the other parties thereto, (ii) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, each any other party theretothereto is in breach or violation of, in each case in accordance with the express terms thereof. There does not exist under or default under, any Material Contract and no event has occurred or not occurred through the Company’s or any material violationof its Subsidiaries’ action or inaction or, breach to the Company’s Knowledge, the action or event inaction of defaultany third party, or alleged material violation, breach, or event of default, or event or condition that, after that with notice or lapse of time or both, both would constitute a material violation, breachbreach or violation of, or event of default thereunder on the part of the Company includingunder, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract hasand (iii) to the Company’s Knowledge, repudiated the Company and its Subsidiaries have not received any provision written claim or notice of default, termination or cancellation under any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Except for (x) this Agreement or any Contract filed with or furnished to the Commission by the Company or any of its Subsidiaries as an exhibit to a Company SEC Document prior to the date of this Agreement (including, for the avoidance of doubt, any Contract incorporated into any such Company SEC Document by reference to a Company SEC Document filed or furnished prior to such date) and (y) Real Property Leases, Section 4.14 5.12 of the Company Disclosure Schedule Letter sets forth a list of the following Contracts in effect as of the date hereof each written Contract to which the Company or any of its Subsidiaries is a party to or bound as of the date hereof of the type described in any of the following clauses (collectively, the “Material Contracts”): (i) all Contracts not fully performed providing for any Contract which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the performance of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this AgreementCommission); (ii) all Contracts that require any Contract (other than between or among (x) the Company and its wholly owned Subsidiaries or (y) wholly owned Subsidiaries of the Company) relating to purchase outstanding Indebtedness pursuant to which the Company or any of its total requirements Subsidiaries is liable or obligated for an amount in excess of any product or service from a Third PartyFifty Million Dollars ($50,000,000); (iii) all Contracts providing for any Contract that (A) restricts the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, its Subsidiaries from participating or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete competing in any line of business business, market or with any Person or geographic area, (B) contains most favored customer pricing provisions in any geographic area or during any period favor of time, that restricts the ability counterparty of the Company to do business with any Person or hire Company Subsidiary or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party (C) provides for “exclusivity” or any third person similar requirement or “most favored nation” status or similar rights in favor of the counterparty of the Company or any type Company Subsidiary, in the case of special discount rights; each of sub-clauses (viiiA) all Contracts (B) and (C), that is material to the businesses of the Company and its Subsidiaries, taken as a whole, except for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); such Contract (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with that may be canceled without any director, officer, employee, or consultant of material payment by the Company on a full-timeor any such Subsidiary upon notice of ninety (90) or fewer days, part-time, consulting, or requiring (y) between the Company to pay severance or separation payments, change in control payments, or and any retention or similar transaction bonus; (xiii) each Contract between or among the Companyof its Subsidiaries, on the one hand, and any Seller a distributor or any Affiliate of any Seller sales agent, sales representative or similar Person, on the other hand; andhand or (z) between or among (1) the Company and its wholly owned Subsidiaries or (2) wholly owned Subsidiaries of the Company); (xiviv) all Contracts any joint venture, partnership, joint research, joint development or joint marketing or similar Contract (other than between or among (x) the Company and its wholly owned Subsidiaries or (y) wholly owned Subsidiaries of the Company), in each case, that is material to enter into the businesses of the Company and its Subsidiaries, taken as a whole; (v) any customer, distribution, manufacturing, sales, supply, vendor or manufacturing Contract under which payments by or to the Company or any of its Subsidiaries were made in excess of Five Million Dollars ($5,000,000) for the foregoingtwelve-month period ended November 30, 2013, other than (x) any customer, distribution or sales Contract in a form substantially similar to the form distribution agreement made available to Parent and (y) any Contract between or among (1) the Company and its wholly owned Subsidiaries or (2) wholly owned Subsidiaries of the Company; (vi) any license (other than between or among (x) the Company and its wholly owned Subsidiaries or (y) wholly owned Subsidiaries of the Company) that is material to the business of the Company and its Subsidiaries, taken as a whole, pursuant to which the Company or any of its Subsidiaries has (A) acquired the right to use any Intellectual Property from any third party (but excluding licenses for commercially available software or software-as-a-service), or (B) granted to any third party any license to use any Owned Company Intellectual Property, other than, in the case of each of sub-clauses (A) and (B), licenses or grants of rights ancillary to commercial agreements (including manufacturing, customer, supply, distribution, retail, development, marketing and similar agreements) entered into in the Ordinary Course of Business; (vii) any Contract (other than between or among (x) the Company and its wholly owned Subsidiaries or (y) wholly owned Subsidiaries of the Company) with respect to (A) a merger, acquisition or disposition of capital stock of any Person or (B) an acquisition or disposition of assets of any Person, in each case, for aggregate consideration in excess of Twenty Five Million Dollars ($25,000,000) (other than any Contract relating to a transaction that has been consummated or terminated without any material continuing obligations or liabilities); (viii) any Collective Bargaining Agreements; or (ix) any Contract under which payments by or to the Company or any of its Subsidiaries were made in excess of Five Million Dollars ($5,000,000) for the twelve-month period ended November 30, 2013 and under which the Company or any of its Subsidiaries has any “take or pay” or minimum purchase obligation, in each case, that is material to the businesses of the Company and its Subsidiaries, taken as a whole, except for any such Contract that may be canceled without any payment by the Company or any such Subsidiary upon notice of ninety (90) or fewer days. (b) All Except as would not have a Company Material Contracts are Adverse Effect, (i) none of the Company or any of its Subsidiaries is in breach of any Material Contract, (ii) each Material Contract is in full force and effect against and constitutes the legal, valid and binding obligation of the Company and its Subsidiaries party thereto, as applicable, and, to the Knowledge of the Company, of each other party thereto, in each case enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles, (iii) none of the express terms thereof. There does not exist under Company or any of its Subsidiaries party to or, to the Knowledge of the Company, any other party to a Material Contract any material violation, is in default under or in breach or event violation of defaultany such Material Contract, or alleged material violation, breach, or event of default, or (iv) there has not occurred any event or condition events that, after with notice or lapse of time or both, would constitute a material violationdefault, breach, breach or event of default thereunder on the part of violation by the Company includingor any of its Subsidiaries or, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company, any other party, under any such Material Contracts and (v) as of the date of this Agreement, none of the Company no party to or any of its Subsidiaries has received any written claim or notice of default, termination or cancellation under any Material Contract has, repudiated any provision (other than a notice of any termination or cancellation upon the expiration or lapse of such Material ContractContract in accordance with the terms thereof). The Company has not received written notice that Except with respect to any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser Collective Bargaining Agreements, a true, correct, correct and complete copy of each written Material ContractContract has been made available to Parent; provided, including all amendmentshowever, waivers, supplements, or modifications thereto, along with a summary of each of that the material terms of each oral Material ContractCompany may redact any competitively sensitive information from any such copy.

Material Contracts. (a) This Agreement, the Company Benefit Plans, the Contracts filed with the SEC as exhibits to the Filed SEC Documents, and those Contracts listed in Section 4.14 4.19 of the Company Disclosure Schedule sets forth a list Letter (such contracts, collectively, the “Company Material Contracts”) constitute all of each of the following Contracts in effect Contracts, whether written or oral (without duplication), that the Company or any of its Subsidiaries is a party to or bound by as of the date hereof to which the Company is a party (the “Material Contracts”): hereof: (i) all Contracts not fully performed providing for any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the performance SEC) of services the Company; (ii) any employment, severance or delivery consulting Contract or offer letter with an employee or former employee, officer or director of goods or materials by or to the Company and or any Subsidiary of the Company that will require the payment of amounts by the Company or any Subsidiary of the Company, as applicable, after the date hereof in excess of $200,000 per annum, other than those employment agreements, offer letters and/or employment contracts that are terminable at-will by the Company or a Subsidiary, as applicable, on no more than one month’s notice or the minimum required notice period under applicable law; (iii) any collective bargaining Contract, or any other agreement or work rule or practice with any labor union, labor organization or works council; (iv) any Contract for capital expenditures or the acquisition or construction of fixed assets which requires consideration aggregate future payments in excess of $5,000,000; (v) any Contract containing covenants of the Company or any Subsidiary of the Company to be furnishedindemnify or hold harmless another Person or group of Persons, unless such indemnification or hold harmless obligation to such Person, or which group of Persons, as the case may be, would not reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date exceed a maximum of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; $2,000,000; (vi) all Contracts with any Governmental Authority; (vii) all Contracts Contract that limit limits or purport purports to limit limit, in any material respect, the ability of the Company or any of its Subsidiaries or Affiliates (including, following the Merger, Parent or any of its Subsidiaries or Affiliates, including the Surviving Corporation) to compete engage in any line of business or compete with any Person or obtain products, commodities or services in any geographic area area; (vii) any license, royalty Contract or during other Contract with respect to Intellectual Property which, pursuant to the terms thereof, requires payments by the Company or any period of time, that restricts the ability Subsidiary of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; 500,000 per annum; (viii) any Contract pursuant to which the Company or any Subsidiary of the Company has entered into a partnership or joint venture with any other Person; (ix) any indenture, mortgage, loan, guarantee or credit Contract under which the Company or any Subsidiary of the Company has outstanding indebtedness or any outstanding note, bond, indenture or other evidence of indebtedness for borrowed money or otherwise or any guaranteed indebtedness for money borrowed by others, in each case, for or guaranteeing an amount in excess of $5,000,000, other than any such indebtedness between the Company (whether as creditor or debtor) and any wholly owned Subsidiary of the Company or between any wholly owned Subsidiaries of the Company; (x) any Contract under which the Company or any Subsidiary of the Company is (A) a lessee of real property, (B) a lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third Person, (C) a lessor of real property, or (D) a lessor of any tangible personal property owned by the Company or any Subsidiary of the Company, in each case which requires annual payments in excess of $500,000; (xi) any Contract other than a Company Benefit Plan which requires payments by the Company or any Subsidiary of the Company in excess of $500,000 per annum containing “change of control” or similar provisions; (xii) each all sole source or material limited source supply agreements; (xiii) any Contract with (other than Contracts of the type described in subclauses (i) through (xii) above) that involves aggregate payments by or to the Company or any director, officer, employee, or consultant Subsidiary of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; excess of $500,000 per annum; and (xiii) any Contract the termination or breach of which, or the failure to obtain consent in connection with the transactions contemplated hereby in respect of which, would have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered or made available to Parent prior to the date of this Agreement complete and correct copies of each Company Material Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any listed in Section 4.19 of the foregoingCompany Disclosure Letter. (b) All (i) Each Company Material Contracts are Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and in full force and effect against effect, except where the failure to be valid, binding and in full force and effect, either individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect, (ii) the Company andand each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Material Contract, except where such noncompliance, either individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has received written notice of the existence of any, and to the Knowledge knowledge of the CompanyCompany there exits no, each other party thereto, in each case in accordance with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition thatwhich constitutes, or, after notice or lapse of time or both, would constitute will constitute, a material violation, breach, or event of default thereunder on the part of the Company including, without limitation, in connection with or any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of its Subsidiaries under any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendmentsexcept where such default, waiverseither individually or in the aggregate, supplements, would not have or modifications thereto, along with reasonably be expected to have a summary of each of the material terms of each oral Company Material ContractAdverse Effect.

Material Contracts. (ai) Section 4.14 of the Disclosure Schedule sets forth a list of the following Contracts in effect Except for this Agreement, as of the date hereof of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Company Contracts (each such Company Contract, a “Material Contract”): (A) (I) containing covenants binding upon the Company or its Subsidiaries that restrict the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger or the Bank Merger, would materially restrict the ability of Parent, the Surviving Corporation or its Affiliates) to compete in any business or geographic area or which grant “most favored nation” status that, following the Merger or the Bank Merger, would apply to Parent or any of its Subsidiaries; (II) that could require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or any of its Subsidiaries; or (III) that prohibits or limits the right of the Company or any of its Subsidiaries to sell or distribute any products or services; (B) involving commitments to others to make capital expenditures or capital asset purchases or capital asset sales; (C) relating to any direct or indirect indebtedness for borrowed money of the Company or any of its Subsidiaries (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings on which others rely in extending credit), or any conditional sales Company Contracts, chattel mortgages and other security arrangements with respect to personal property, other than Company Contracts entered into in the ordinary course of business consistent with past practice, and any equipment lease agreements involving payments to or by the Company or any of its Subsidiaries in excess of $75,000 over the remaining term; (D) provides for payments to be made by the Company or any of its Subsidiaries upon a change in control thereof; (E) containing any standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of another Person; (F) 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; (G) providing for indemnification by the Company or any of its Subsidiaries of any Person, except for non-material Company Contracts entered into in the ordinary course of business; (H) that was not negotiated and entered into on an arm’s-length basis; (I) other than this Agreement, that is entered into, or has been entered into in the two years prior to the date hereof, with (i) any Affiliate of the Company, (ii) any current or former director or officer or any Person beneficially owning five percent (5%) or more of the outstanding Shares or (iii) any “associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a person identified in clauses (i) or (ii) of this subsection; (J) that contains a put, call or similar right pursuant to which the Company is a party (the “Material Contracts”):or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets; (iK) all Contracts not fully performed providing for which relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties; (L) involves performance of services or delivery of goods or materials by to, or to expenditures by, the Company or any of its Subsidiaries of an amount or value in excess of $100,000 over its remaining term, other than loans, funding arrangements, OREO-related arrangements and which requires consideration to be furnished, or which would reasonably be expected to result other transactions made in consideration to be furnished, during the 12-month period either ending on or commencing on ordinary course of the date of this Agreementbanking business; (iiM) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate relating to the acquisition or disposition of any business, a material amount of stock business or assets of any other Person or any real property operations (whether by merger, sale of securitiesstock, sale of assets, assets or otherwise) entered into since December 31, 2010 (other than Company Contracts relating to the acquisition or sale of other real estate owned); (vN) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made otherwise not entered into in the ordinary course of business); (x) mortgages, pledges, business or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect that is material to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance its financial condition or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate results of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoingoperations. (bii) All Each of the Material Contracts are in full force is valid and effect against binding on the Company or its Subsidiaries, as the case may be and, to the Knowledge of the Company, each other party thereto, and is in each case full force and effect, except for such failures to be valid and binding or to be in accordance full force and effect as would not, or would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. There is no default under any such Material Contracts by the Company or its Subsidiaries and no event has occurred that with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, the giving of notice or both would constitute a material violationdefault thereunder by the Company or its Subsidiaries, breachin each case except as would not, or event of default thereunder on would not reasonably be expected to, individually or in the part of the Company includingaggregate, without limitation, result in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material ContractAdverse Effect. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the Disclosure Schedule sets forth a list of the following Contracts in effect as of the date hereof to which the Company is a party (the “Material Contracts”): (i) all Except for this Agreement and except for Contracts not fully performed providing for the performance of services or delivery of goods or materials by or filed as exhibits to the Company and which requires consideration to be furnishedReports, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by: (A) other than with respect to any partnership that is wholly owned by the Company or any wholly owned Subsidiary of the Company, any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Company or any of its Subsidiaries or in which the Company owns more than a 15% voting or economic interest, or any interest valued at more than $10 million without regard to percentage voting or economic interest; (iiB) all Contracts that require any Contract (other than among direct or indirect wholly owned Subsidiaries of the Company Company) relating to indebtedness for borrowed money or the deferred purchase its total requirements price of property (in either case, whether incurred, assumed, guaranteed or secured by any product or service from a Third Partyasset) in excess of $1 million; (iiiC) all Contracts providing for any Contract that would be required to be filed by the Company as a “material contract” pursuant to be Item 601(b)(10) of Regulation S-K under the exclusive provider of Securities Act, excluding any product or service to any PersonBenefit Plan; (ivD) all Contracts any Contract that relate (I) purports to limit in any material respect either the acquisition type of business in which the Company or its Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business, (II) could require the disposition of any business, a material amount assets or line of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability business of the Company to compete in any line of business or with any Person its Subsidiaries or, after the Effective Time, Parent or in any geographic area or during any period of timeits Subsidiaries, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that (III) grants the other party or any third person “most favored nation” status that, following the Merger, would apply to Parent and its Subsidiaries, including the Company and its Subsidiaries or (IV) prohibits or limits in any material respect the right of the Company or any type of special discount rightsits Subsidiaries to make, sell or distribute any products or services; (viiiE) all Contracts for any joint venture, partnership, Contract to which the Company or any of its Subsidiaries is a party containing a standstill or similar arrangement by agreement pursuant to which the CompanyCompany has agreed not to acquire the assets or securities of the other party or any of its Affiliates; (ixF) agreements which relate any Contract between the Company or any of its Subsidiaries and any Affiliate thereof, including any director or officer of the Company or any Person beneficially owning five percent or more of the outstanding Shares, excluding any Benefit Plan; (G) any Contract providing for indemnification by the Company or any of its Subsidiaries of any Person, except for any such Contract that is (i) not material to Indebtedness the Company or any of its Subsidiaries and (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made ii) entered into in the ordinary course of business; (H) any material Contract relating to the license of Intellectual Property (excluding commercial off-the-shelf or shrink wrap software that has not been modified or customized); (xI) mortgagesany Contract that contains a put, pledges, or security agreements call or similar arrangements constituting 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 that have a Lien upon the assets or properties of the Company; (xi) agreements for the sale fair market value or purchase price of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of more than $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand1 million; and (xivJ) all Contracts to enter into any Contract (other than a Contract described in one of the foregoingother provisions in this Section 5.1(j)) which is material to the Company and its Subsidiaries (each such Contract described in clauses (A) through (J), together with all exhibits and schedules to such Contracts and those Contracts which would be Material Contracts but for the exception of being filed as exhibits to the Company Reports, is referred to herein as a “Material Contract”). (bii) All Each of the Material Contracts are in full force is valid and effect against binding on the Company or its Subsidiaries, as the case may be and, to the Knowledge knowledge of the Company, each other party thereto, and is in each case full force and effect, except for such failures to be valid and binding or to be in accordance full force and effect as would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. There is no default under any such Contracts by the Company or its Subsidiaries and no event has occurred that with the express terms thereof. There does not exist under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, the giving of notice or both would constitute a material violationdefault thereunder by the Company or its Subsidiaries, breachin each case except as would not, or event of default thereunder on would not reasonably be expected to, individually or in the part of the aggregate, have a Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material ContractAdverse Effect. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 5.23(a) of the Company Disclosure Schedule Letter sets forth a list true, correct and complete list, as of the following Contracts date hereof, and the Company has made available to Parent and Bidco (or Parent’s outside counsel) true, correct and complete (subject to any necessary redactions of privileged or competitively sensitive information) copies of, each Contract (other than Company Benefit Plans), which is in effect as of the date hereof (or pursuant to which the Company or its Subsidiaries has any continuing material obligations thereunder) and under which the Company or any of its Subsidiaries is a party (or by which the “Material Contracts”):Company or any of its Subsidiaries or any of their respective properties or assets are bound that: (i) all Contracts not fully performed providing 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 or disclosed by the Company on the Company’s Annual Report on Form 10-K for the performance year ended December 31, 2024 or any Company SEC filings filed after the date of services or delivery of goods or materials by or to the Company and which requires consideration to be furnished, or which would reasonably be expected to result in consideration to be furnished, during the 12filing on such Form 10-month period either ending on or commencing on K until the date of this Agreement; (ii) all Contracts that require involves, by its terms, aggregate payments by the Company or its Subsidiaries or aggregate payments payable to purchase the Company or its total requirements Subsidiaries under such Contract of more than $500,000 in the most recent fiscal year ended December 31, 2024 or in any product or single fiscal year thereafter (other than Contracts with professional service from a Third Partyproviders); (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (ivA) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts contains covenants that limit or purport to limit in any material respect the ability freedom of the Company or any of its Subsidiaries to compete or engage in any line of business or with any Person or in any geographic area or during any period of timearea, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that (B) restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person of its Subsidiaries to use the Company Intellectual Property Rights (C) contains any “most favored nation”, “right of first offer”, “right of first access”, “right of first look”, “right of first negotiation”, or “right of first refusal” status or similar rights or (D) contains any type exclusivity obligations or similar restrictions; (iv) involves any severance, termination or similar payment to any current or former Company Service Provider pursuant to which the Company or its Subsidiaries may be obligated to make any retention bonus or similar payment to any current or former Company Service Provider; (v) provides for indemnification (or reimbursement or advancement of special discount rightslegal fees or expenses, other than advances for reimbursable ordinary course business expenses or advances of expenses to directors and employees pursuant to the Company Organizational Documents or existing indemnification agreements) of any current or former director, officer or employee of the Company or its Subsidiaries; (vi) provides for or governs the formation, creation, investment in, operation, management or control of any partnership, joint venture, strategic alliance, collaboration or material research or development project or similar arrangement; (vii) is a Real Property Lease; (viii) all Contracts provides for the grant by any joint venturethird party to the Company or any of its Subsidiaries of any license, partnershipsublicense, right, interest or similar arrangement by option with respect to any Intellectual Property Rights that are material to the Companybusiness of the Company or its Subsidiaries or applicable to any Company Product or field of use, other than Incidental Contracts; (ix) agreements which relate to Indebtedness (excluding, provides for the avoidance grant by the Company or any of doubtits Subsidiaries to any third party of any license, Contracts evidencing liabilities sublicense, right, interest or option with respect to deposits any Company Intellectual Property Rights, other than Incidental Contracts; (x) (A) governs the terms of any current ongoing clinical Research Program (including the generation or collection of data from any current ongoing clinical Research Program) or (B) specifically provides for the generation of clinical data in connection with any Company Product or current ongoing clinical Research Program or the generation of non-clinical or pre-clinical data outside of the ordinary course of business, in each case of (A) and accounts(B), trade payablesother than Contracts entered into in the ordinary course of business solely for the conduct of clinical trials substantially consistent with the form agreement made available to Parent; (xi) involves the provision by any third party of research or development services to the Company or any Subsidiary with respect to Company Products or relates to distribution, letters sale, importation, exportation, marketing partnership or co-promotion activities with respect to any Company Product; (xii) involves (A) the disposition, directly or indirectly, of creditany material assets or business of the Company or its Subsidiaries or (B) the acquisition, directly or indirectly (by merger or otherwise), of a business, capital leases made stock or other Equity Securities of another Person or material assets of another Person; (xiii) involves the manufacture or supply of any Company Product, including any active pharmaceutical ingredient or other material component of such Company Product, by or for the Company or any Subsidiary, including any “take or pay” agreement that provides for minimum supply or minimum purchase obligations by the Company or any Subsidiary; (xiv) contains continuing obligations involving (A) “earnout”, “milestone” or other similar contingent payments, including upon the achievement of regulatory or commercial milestones, (B) payment of royalties or other amounts calculated based upon sales, revenue, income or other similar measure of the Company or any Company Product or (C) any deferred payments for the purchase of any properties, assets or services; (xv) obligates the Company or any of its Subsidiaries to make any capital contribution, loan or similar expenditure; (xvi) is a Contract with (A) a Governmental Authority or (B) any academic institution, other than Contracts with academic institutions entered into in the ordinary course of business solely for the conduct of clinical trials; (xvii) requires the Company or any of its Subsidiaries (or, following the Closing, Parent or any of its Affiliates) to use commercially reasonable, diligent (or similar) efforts related to research, development, regulatory approval, commercialization, sales or marketing of any Company Product; (xviii) relates to indebtedness for borrowed money or the granting of Liens over material assets or properties of the Company and its Subsidiaries (other than Permitted Liens); (xix) involves the settlement or compromise of any pending or threatened Legal Proceeding; or (xx) limits the freedom or right of the Company or its Subsidiaries to solicit or hire any employees or other service providers, other than commercial arrangements entered into in the ordinary course of business); (x) mortgages, pledges, provided that any limitations or security agreements or similar arrangements constituting a Lien upon restrictions set forth therein contain customary carveouts and are not material to the assets or properties Company and its Subsidiaries. Each Contract of the Company; type described in clauses (xii) agreements for the sale or purchase of personal property having a value individuallythrough (xx) above, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Companywhether entered prior to, on or after the one handdate hereof, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts than a Company Benefit Plan, is referred to enter into any of the foregoingherein as a “Material Contract”. (b) All Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Contracts are in full force Adverse Effect, (i) each Material Contract is valid and effect against binding on the Company and its Subsidiaries, as applicable and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, and (ii) the Company and its Subsidiaries have complied with all obligations required to be performed or complied with by it under each case in accordance with the express terms thereof. There does not exist Material Contract, (iii) there is no default under any Material Contract any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, or event of default thereunder on the part of by the Company includingor its Subsidiaries, without limitationor, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company, by any other party thereto and (iv) to the Knowledge of the Company, neither the Company no nor any of its Subsidiaries has received any written notice from any third party to any Material Contract has, repudiated any provision of any that such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material ContractContract for any default or alleged default thereunder. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the The Disclosure Schedule Letter sets forth a list of the following Contracts in effect as of the date hereof to which the Company is a party (the “Material Contracts”): all (i) all Contracts not fully performed providing for the performance of services borrowed money or delivery of goods or materials by or to the Company and which requires consideration to be furnishedguarantees thereof, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements acquire or dispose of any product businesses or service from a Third Party; any material assets, (iii) all Contracts providing for the Company involving any swap or option transaction relating to be the exclusive provider of any product commodities, interest rates, foreign exchange, or service to any Person; currency or other similar transactions customarily known as a derivative ("Derivatives"); (iv) all Contracts that relate to containing an agreement by the acquisition or disposition of any business, a material amount of stock or assets of any other Person Company or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport Subsidiary restricting its ability to limit the ability of the Company to compete engage in any line of business or other activity; (v) Contracts entered into by the Company, any of its Subsidiaries or their respective predecessors since December 1, 1991 involving the purchase, sale or other acquisition or disposition by such parties of one or more business units, divisions or entities (including former Subsidiaries) with respect to which the Company's or any Person of its Subsidiary's surviving liability (including indemnities), or other obligations (including deferred payment and earn-out obligations), could reasonably be expected to exceed $1,000,000, or which require funds to be held in trust or escrow for the benefit of a third party; (vi) Contracts involving the investment, including by way of capital contribution, loan or advance, by the Company or any of its Subsidiaries of more than $3,000,000 in any geographic area other person, firm or during any period of time, entity; (vii) Contracts to purchase powder metals or atmospheres that restricts the ability of are material to the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; and its Subsidiaries and (viii) all other Contracts for any joint venture, partnership, which involve the payment or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess receipt of $50,000; (xii) each Contract with any director, officer, employee, 5,000,000 or consultant of more per year. All Contracts to which the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention of its Subsidiaries is a party or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into by which any of the foregoing. (b) All Material Contracts their respective assets is bound are valid and binding, in full force and effect and enforceable against the Company or any of its Subsidiaries, as the case may be, and, to the Knowledge knowledge of the Company, each the other party thereto, in each case parties thereto in accordance with their respective terms, subject to applicable bankruptcy, insolvency or other similar laws relating to creditors' rights and general principles of equity, except where the express terms thereoffailure to be so valid and binding, in full force and effect or enforceable would not individually or in the aggregate have a Material Adverse Effect. There does is not exist under any Material Contract such Contract, any material violation, breach or event of existing default, or alleged material violationevent, breach, or event of default, or event or condition that, which after notice or lapse of time time, or both, would constitute a material violationdefault, breachby the Company or any of its Subsidiaries, or event of default thereunder on the part of the Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to Company's knowledge, any Material Contract hasother party, repudiated any provision of other than any such Material Contract. The Company has defaults or event which, individually or in the aggregate, would not received written notice that any party to have a Material Contract intends to cancel or terminate such Material ContractAdverse Effect. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the Disclosure Schedule sets forth a list of the following Contracts in effect as of the date hereof to which the Company is a party (the “Material Contracts”): (i) all Except for this Agreement and except for Contracts not fully performed providing for the performance of services or delivery of goods or materials by or filed as exhibits to the Company and which requires consideration to be furnishedReports, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by: (A) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (B) any Contract involving the payment or receipt of amounts by the Company or any of its Subsidiaries, or relating to indebtedness for borrowed money or any financial guaranty, of more than $1,000,000 in any calendar year on its face; (C) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries 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 $1,000,000; (D) any Contract relating to the formation, creation, operation, management or control of any joint venture; (E) any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any Person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act; and (F) any non-competition Contract or other Contract that limits or purports to limit in any material respect the type of business in which the Company or its Subsidiaries may engage, the type of goods or services which the Company or its Subsidiaries may manufacture, produce, import, export, offer for sale, sell or distribute or the manner or locations in which any of them may so engage in any business or use their assets. Each such Contract described in clauses (A) through (F) above and each such Contract that would be a Material Contract but for the exception of being filed as an exhibit to the Company Reports is referred to herein as a “Material Contract”. (ii) all Each of the Material Contracts that require is valid and binding on the Company to purchase or its total requirements of any product or service from a Third Party; (iii) all Contracts providing for Subsidiaries, as the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any businesscase may be, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Material Contracts are in full force and effect against the Company and, to the Knowledge of the Company, each other party thereto, and is in each case full force and effect, except for such failures to be valid and binding or to be in accordance with full force and effect as would not, or would not reasonably be expected to, individually or in the express terms thereofaggregate, have a Material Adverse Effect. There does not exist is no breach or default under any Material Contract any material violation, breach Contracts by the Company or its Subsidiaries and no event of default, or alleged material violation, breach, or event of default, or event or condition that, after notice or has occurred that with the lapse of time or both, the giving of notice or both would constitute a material violationbreach or default thereunder by the Company or its Subsidiaries, breachin each case except as would not, or event of default thereunder on would not reasonably be expected to, individually or in the part of the Company includingaggregate, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that any party to have a Material Contract intends to cancel or terminate such Material ContractAdverse Effect. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of the Disclosure Schedule sets forth a list of the following Contracts in effect as As of the date hereof hereof, there are no material Contracts to which the Company or any of its Subsidiaries is a party (the “Material other than Reinsurance Contracts”): , Real Property Leases and Benefit Plans) (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials by or to the Company and which requires consideration that are required to be furnisheddescribed in, or which would reasonably be expected to result in consideration to be furnishedfiled as an exhibit to, during any Company SEC Reports that are not so described or filed as required by the 12-month period either ending on Securities Act or commencing on the date of this Agreement; Exchange Act, (ii) all Contracts that require the Company to purchase its total requirements of contain any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport to limit provisions restricting the ability of the Company or any of its Subsidiaries, or which, following the consummation of the Merger, would restrict the ability of Parent or any of its controlled Affiliates, including the Surviving Company and its Subsidiaries, to compete or transact in any line of business or with any Person or in any geographic area or during grants a right of exclusivity to any period of timePerson, that restricts the ability (iii) pursuant to which any indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred or pursuant to do business which the Company or any of its Subsidiaries guarantees any indebtedness of any other Person (other than the Company or any of its Subsidiaries) (except for trade payables arising in the ordinary course of business), (iv) with respect to a partnership, joint venture or other similar arrangement with any other Person (other than the Company or hire any of its Subsidiaries), relate to the formation, creation, operation, management or solicit control of any Personsuch partnership or joint venture; (v) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $2,000,000 in any twelve-month period, other than Contracts that can be terminated by the Company or that restricts any of its Subsidiaries on less than 90 days’ notice without payment by the right Company or any Subsidiary of the Company to sell to of any material penalty; (vi) that have been entered into since January 1, 2012 or purchase from any Person, or that grants otherwise provide for material ongoing obligations of the other party Company or any third person “most favored nation” status of its Subsidiaries and involve the acquisition from another Person or any type disposition to another Person of special discount rights; (viii) all Contracts for any joint venture, partnership, capital stock or similar arrangement by the Company; (ix) agreements which relate to Indebtedness other equity interests of another Person or of a business (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accountsacquisitions or dispositions of Investment Assets, trade payablessupplies, letters of creditproducts, office equipment, furnishings, fixtures, properties or capital leases made other tangible assets in the ordinary course of business); (x) mortgages, pledges, or security agreements of supplies, products, office equipment, furnishings, fixtures, properties or similar arrangements constituting a Lien upon other tangible assets that are obsolete, warn out, surplus or no longer used or useful in the assets conduct of business of the Company or properties any of its Subsidiaries), (vii) pursuant to which (A) the Company or any of its Subsidiaries is granted or obtains any right to use any material Intellectual Property owned by any third party (other than standard form contracts granting rights to use commercially available software) or (B) any third party is granted or obtains the right to use or register any material Intellectual Property owned by the Company or any of its Subsidiaries, including, in each case, any license agreements, coexistence agreements, or covenants not to ▇▇▇, (viii) that prohibits or restricts the payment of dividends or distributions in respect of the shares or capital stock of the Company or any of its Subsidiaries, prohibits the pledging of the shares or capital stock of the Company or any Subsidiary of the Company or prohibits or restricts the issuance of any guarantee by the Company or any Subsidiary of the Company;, or (ix) that is a Contract with an investment manager or Investment advisor providing services to the Company or any of its Subsidiaries or otherwise relating to the management of the Investment Assets (each such Contract described in clauses (i)-(ix), other than any Reinsurance Contract, Real Property Lease or Benefit Plan, a “Material Contract”). (xii) agreements for the sale or purchase of personal property having Each Material Contract is a value individuallylegal, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant valid and binding agreement of the Company on and its Subsidiaries to the extent such Person is a full-timeparty thereto, part-timeas applicable, consulting, or requiring and to the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among Knowledge of the Company, on each other party thereto is in compliance in all material respects with its terms and is in full force and effect, except where the one handfailure to be valid, and any Seller binding or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing. (b) All Material Contracts are in full force and effect against would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ii) the Company and each of its Subsidiaries, and, to the Knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under such Material Contract, except where such noncompliance would not, individually or in each case in accordance with the express terms thereof. There does not exist under aggregate, reasonably be expected to have a Company Material Adverse Effect, (iii) neither the Company nor any Material Contract of its Subsidiaries has received notice of the existence of any material violation, breach or event of default, or alleged material violation, breach, or event of default, or event or condition thatwhich constitutes, or, after notice or lapse of time or both, would constitute will constitute, a material violation, breach, or event of default thereunder on the part of the Company includingor any of its Subsidiaries under any Material Contract, without limitation, in connection with any Indebtedness. The Company has except where such default would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and to (iv) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the Knowledge of the Company no party to any Material Contract has, repudiated any provision part of any counterparty under such Material Contract. The , except as would not, individually or in the aggregate, reasonably be expected to have a Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material ContractAdverse Effect. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 3.16(a) of the Company Disclosure Schedule sets forth a list complete and correct list, as of the date hereof, of each of the following Contracts (other than any Company Benefit Plans and excluding purchase orders, statements of work and similar commercial documents issued in effect as the ordinary course of business under and not amending the date hereof applicable Contract) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or businesses are bound (the “Material Contracts”and any material amendments, supplements and modifications thereto): (i) all Contracts not fully performed providing for that (or, together with additional related Contracts with the performance same Person or its affiliates) (A) are expected to involve the payment of services or delivery of goods or materials amounts by or to the Company or any of its Subsidiaries in North America of more than $10,000,000 in the aggregate for fiscal year 2024 and which requires consideration to be furnished, or which would reasonably be (B) are expected to result involve the receipt of amounts by the Company or any of its Subsidiaries of more than $10,000,000 in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreementaggregate for fiscal year 2024; (ii) all Contracts that require concerning the Company to purchase its total requirements establishment or operation of any product a partnership, joint venture or service from a Third Partylimited liability company; (iii) all Contracts providing for pursuant to which the Company or any of its Subsidiaries licenses (A) from a third party material Intellectual Property, other than licenses (1) for shrink-wrap, click-wrap or off-the shelf software or other generally commercially available software, (2) pursuant to be stock, boilerplate, or other generally non-negotiable terms, such as, for example, website and mobile application terms and conditions or terms of use, stock photography licenses, and similar Contracts, or (3) that are implied by or incidental to the sale or purchase of products or services in the ordinary course of business, or (B) to a third party Company Owned Intellectual Property, other than non-exclusive provider licenses (1) granted in the ordinary course of business or (2) that are implied by or incidental to the sale or purchase of products or services in the ordinary course of business, in the case of each of clause (A) and clause (B), to the extent any product such Contract exceeds $1,000,000 of expense per year (in the case of clause (A)) or service to any Personrevenue per year (in the case of clause (B)); (iv) all Contracts (A) the lease agreements of the Company or any of its Subsidiaries that relate pertain to (1) incinerator sites or (2) any parcel of Company Leased Real Property for which the acquisition annual rent exceeds $1,000,000 individually (other than incinerator sites) or disposition (B) master vehicle lease agreements of the Company or any businessof its Subsidiaries for which annual leasing costs exceed $5,000,000 (each, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets, or otherwise“Company Lease Agreement”); (v) all Contracts containing a covenant materially restricting the ability of the Company or any of its Subsidiaries to engage in any line of business in any geographic area or to compete with distributors and sales representativesany Person, to market any product or to solicit customers; (vi) all Contracts with indentures, credit agreements, loan agreements and similar instruments pursuant to which the Company or any Governmental Authorityof its Subsidiaries has or will incur or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of any other Person for borrowed money in excess of $500,000; (vii) all Contracts that limit (A) prohibit or purport to restrict the payment of dividends or other distribution of assets by any of the Company or its Subsidiaries, (B) prohibit or restrict the issuance of guarantees by the Company or any of its Subsidiaries, or (C) limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status of its Subsidiaries or affiliates to sell, transfer, pledge or otherwise dispose of any type of special discount rightsassets or businesses; (viii) all Contracts for under which there has been imposed a Lien (other than a Permitted Lien) on any joint ventureof the material assets, partnershiptangible or intangible, or similar arrangement by of the Company; (ix) agreements which relate to Indebtedness (excluding, Contracts that provide for the avoidance acquisition or disposition, directly or indirectly (by merger or otherwise) of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, assets (including properties) or capital leases made stock (other than acquisitions or dispositions of inventory and raw materials and supplies in the ordinary course of business)) (A) for aggregate consideration under such Contract in excess of $5,000,000 or (B) pursuant to which the Company or its Subsidiaries has continuing material “earn-out” or other similar contingent payment obligations or any material indemnification obligations (other than with respect to customary representations and warranties with customary survival periods) that could result in the receipt or making by the Company or any of its Subsidiaries of future payments in excess of $1,000,000; (x) mortgages, pledges, or security agreements or similar arrangements constituting is a Lien upon the assets or properties of the CompanyFranchise Agreement; (xi) agreements for Contracts that contain or include (A) any “most favored nation” or most favored customer provision or rights of first or last offer, negotiation or refusal, (B) “take or pay” requirements, volume requirements or commitments, exclusive purchasing arrangements obligating a Person to obtain a minimum quantity of goods or services from another Person, or (C) a put or call right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any assets or any equity interests of any Person; (xii) Contracts that are (A) license or royalty Contracts (other than Contracts relating to Intellectual Property or licenses that are implied by or incidental to the sale or purchase of personal property having a value individuallyproducts or services in the ordinary course of business) or (B) merchandising, with respect to all sales representative, franchisee or purchases thereunderdistribution Contracts, involving the payment or receipt over the life of such Contract in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of 1,000,000 by the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonusof its Subsidiaries; (xiii) each Contract between or among the CompanyAny swap, on the one handcap, floor, collar, futures contract, forward contract, option and any Seller other derivative financial Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, that (A) could result in the receipt or making by the Company or any Affiliate of any Seller on its Subsidiaries of future payments in excess of $1,000,000 or (B) has a remaining duration of three years or more from the other hand; anddate hereof; (xiv) all other than employment or service Contracts to enter entered into in the ordinary course of business, (A) any Indemnification Agreement with any current director or executive officer of the Company or (B) any Contracts with (1) any beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 5% or more of any class of securities of the Company or any of its Subsidiaries, (2) any affiliate (other than a wholly-owned Retained Subsidiary of the Company) or “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing, including any stockholders agreement, investors’ rights agreement, registration rights agreement, voting agreement, tax receivable agreement or similar or related Contracts or (3) any director or officer of the Company or any of its Subsidiaries, in each case, that is required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act; (xv) material Contracts that contain standstill or similar agreements that are reasonably expected to be in effect as of the Closing, pursuant to which the Company or any of its Subsidiaries has agreed to not acquire assets or securities of another Person (excluding, for purposes hereof, any confidentiality agreements contemplating a potential acquisition (by merger, consolidation, acquisition or otherwise) of another Person or business which contains a standstill or similar agreement); (xvi) Contracts under which the Company or any of its Subsidiaries has, directly or indirectly, any obligations to make a capital contribution to, or other investment in, any Person outside the ordinary course of business in excess of $2,000,000 (other than the Company or any of its wholly-owned Retained Subsidiaries); (xvii) Contracts with any Governmental Entity in excess of $2,000,000 of revenue per year; (xviii) Contracts that reflect the settlement of any Proceeding individually in excess of $1,500,000 and under which there are material outstanding compliance obligations of the Company or any of its Subsidiaries; or (xix) any Contract not otherwise described in any other subsection of this Section 3.16(a) that would be required to be filed by the Company as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). (b) All A complete and correct copy of each Contract listed or required to be listed in Section 3.16(a) of the Company Disclosure Schedule or required to be filed as exhibits to the Company SEC Documents (such Contracts, together with any Contract to which the Company or any of its Subsidiaries becomes a party or by which it becomes bound after the date hereof that would be required to be listed in Section 3.16(a) of the Company Disclosure Schedule if in effect as of the date hereof, the “Company Material Contracts” and each, a “Company Material Contract”) has been made available, to the extent in the possession of the Company’s knowledge parties after due inquiry of their direct reports, to Parent or publicly filed with the SEC prior to the date hereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all Company Material Contracts are valid, binding and in full force and effect against and are enforceable by the Company or the applicable Subsidiary in accordance with their terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought, (ii) the Company or the applicable Subsidiary has performed all obligations required to be performed by it under the Company Material Contracts, and it is not (with or without notice or lapse of time, or both) in breach or default thereunder and, to the Knowledge of the Company, each no other party thereto, in each case in accordance with the express terms thereof. There does not exist under to any Company Material Contract any material violation, breach is (with or event of default, or alleged material violation, breach, or event of default, or event or condition that, after without notice or lapse of time time, or both, would constitute a material violation, breach, ) in breach or event of default thereunder on and (iii) since the part of Applicable Date, neither the Company including, without limitation, in connection with nor any Indebtedness. The Company of its Subsidiaries has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The Company has not received written notice that of any party actual, alleged, possible or potential violation of, or failure to a Material Contract intends to cancel comply with, any term or terminate such requirement of any Company Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 For all purposes of the Disclosure Schedule sets forth and under this Agreement, a list “Material Contract” shall mean, without duplication, any of the following Contracts in effect to which the Company or any of its Subsidiaries is a party or by which any assets of the Company or any of its Subsidiaries are bound as of the date hereof to which of this Agreement (other than (i) Contracts between or among the Company is a party and one or more Subsidiaries, on the one hand, and Parent and one or more Affiliates, on the other hand and (the “Material Contracts”ii) any Company Benefit Plan): (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials any Contract that would be required to be filed by or to the Company and which requires consideration as a “material contract” pursuant to be furnished, or which would reasonably be expected to result in consideration to be furnished, during Item 601(b)(10)(i) of Regulation S-K under the 12-month period either ending on or commencing on the date of this AgreementSecurities Act; (ii) all any Contract (or group of related Contracts that require with the same Person or its Affiliates), other than any Lessor Lease, Lessee Lease and any other lease, license or development, redevelopment, declaration, reciprocal easement, construction Contract or similar agreement disclosed in the Company Title Insurance Policies or otherwise entered into in the ordinary course of business or any Contract relating to purchase Indebtedness, involving (A) the payment or receipt of amounts by the Company or any of its total requirements Subsidiaries of more than $5,000,000 in the aggregate within the last twelve (12) months or (B) future payments of more than $5,000,000 that are conditioned on, in whole or in part, or required in connection with, the consummation of any product or service from a Third Partyof the Transactions; (iii) all Contracts any Contract relating to Indebtedness in excess of $5,000,000 or mortgaging, pledging or otherwise placing a Lien on any of the assets of the Company or its Subsidiaries with a value in excess of $5,000,000, restricting the payment of dividends or other distributions of assets by any of the Company or its Subsidiaries or providing for the Company to be the exclusive provider guaranty of Indebtedness of any product Person in excess of $5,000,000; (iv) any Contract that contains a put, call, right of first refusal or service similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests or assets of any Person; (ivv) all Contracts that relate other than with respect to any wholly -owned Subsidiary of the Company, any partnership, limited liability company, joint venture, strategic alliance or other similar agreement or arrangement relating to the acquisition formation, creation, operation, management or disposition control of any businesspartnership, a limited liability company, joint venture or strategic alliance that is material amount of stock or assets of any other Person to the Company or any real property (whether by merger, sale of securities, sale of assets, or otherwise); (v) all Contracts with distributors and sales representativesits Subsidiaries; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit except for indemnification, compensation, employment or purport to limit the ability of other similar arrangements between the Company to compete in any line of business or with any Person or in any geographic area or during any period of time, that restricts the ability of the Company to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Companyits Subsidiaries, on the one hand, and any Seller current or any Affiliate of any Seller former director or officer thereof, on the other hand, any Contract to which the Company or any of its Subsidiaries is a party that would be required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Act in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders; (vii) any Contract containing a standstill or similar agreement pursuant to which the Company or any of its Subsidiaries has ongoing obligations to not acquire assets or securities of any other party and, to the extent not entered into in the ordinary course of business or in connection with any Lessor Lease, Lessee Lease or other lease, license, services, development, redevelopment, construction Contract or other commercial Contract, any Contract under which the Company or any of its Subsidiaries has material ongoing indemnification obligations; (viii) any Contract under which a sale of a majority of the consolidated assets of the Company and its Subsidiaries, taken as a whole, would require a payment by, result in a breach or constitute a default by, or result in the termination, acceleration or loss of any benefit of, the Company or any of its Subsidiaries; (ix) any non-competition Contract or other Contract that (A) limits or purports to limit in any material respect the type of business in which the Company or its Subsidiaries (or, after the Merger Effective Time, Parent or its Affiliates) may engage, or the manner or locations in which any of them may so engage in any business or (B) prohibits or materially limits the right of the Company or any of its Subsidiaries to use, transfer, license, distribute or enforce any of their respective Company Intellectual Property, other than limitations on enforcement arising from non-exclusive licenses of Company Intellectual Property entered into in the ordinary course of business; (x) any swap, cap, floor, collar, futures contract, forward contract, option and any other derivative financial instrument, contract or arrangement, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, other than (i) Contracts related to the purchase of raw materials or inventory in the ordinary course of business, (ii) Contracts relating to the hedging of utility expenses or (iii) interest rate caps, swaps and treasury locks entered into in the ordinary course of business; (xi) any Contract pursuant to which the Company or any of its Subsidiaries is a party under which any third Person has granted to the Company or any of its Subsidiaries, or the Company or any of its Subsidiaries has granted to any third Person, any license, covenant or other rights to or under Intellectual Property (other than software license agreements for any third-party off-the-shelf generally commercially available software for no fee or an aggregate license fee of less than $5,000,000 per year); (xii) any Contract that provides for the acquisition or disposition, directly or indirectly (including by merger, purchase of equity, business combination or otherwise) of any real or personal property for aggregate consideration under such Contract in excess of $5,000,000 that is pending or pursuant to which the Company or its Subsidiaries have continuing “earn-out” or similar contingent obligations relating to purchase price adjustments; (xiii) any Contract relating to settlement of any administrative or judicial proceedings, in each case, individually in excess of $5,000,000 or which otherwise provides for equitable relief that imposes a material obligation or restrictions on the Company, under which there are outstanding obligations (including settlement agreements) of the Company or any of its Subsidiaries; (xiv) any Lessor Lease that provided for payments to the Company or any of its Subsidiaries in excess of $1,400,000 in 2017; and (xivxv) all Contracts to enter into any of the foregoingCollective Bargaining Agreement. (b) All Section 3.12(b) of the Company Disclosure Letter sets forth a complete and accurate list of all Material Contracts are in full force and effect against (with appropriate sub-section references to Section 3.12(a)) to which the Company or any of its Subsidiaries is a party as of the date of this Agreement. True and complete copies of all such Material Contracts (including all exhibits and schedules thereto) have been (i) publicly filed with the SEC and are publicly available as of the date hereof or (ii) made available to Parent. (c) Except as would not have or result in a Company Material Adverse Effect, (i) each Material Contract is valid and binding on the Company (and/or each such Subsidiary of the Company party thereto) and, to the Knowledge of the Company, each other party thereto, (ii) each Material Contract is in each case full force and effect (except for expiration thereof in the ordinary course in accordance with the express terms thereof. There does not exist under ), enforceable against the Company or each such Subsidiary of the Company party thereto, as the case may be, in accordance with its terms, subject to the Enforceability Limitations and (iii) neither the Company nor any Material Contract of its Subsidiaries that is a party thereto, nor, to the Knowledge of the Company, any material violationother party thereto, is in breach or event of defaultof, or alleged material violationdefault under, breachany such Material Contract, or and, to the Knowledge of the Company, no event of default, or event or condition that, after has occurred that with notice or lapse of time or both, both would constitute such a material violation, breach, breach or event of default thereunder on the part of by the Company includingor any of its Subsidiaries, without limitationor, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company, any other party thereto, or permit termination, material modification or acceleration by any third party thereunder. As of the date hereof, neither the Company no party to nor any of its Subsidiaries has received any written notice of termination or cancellation under any Material Contract has, repudiated or received any provision written notice of breach of or any such default under any Material Contract. The Company Contract which breach has not received written notice been cured except for any termination, breach or default that any party to would not have or result in a Company Material Contract intends to cancel or terminate such Material ContractAdverse Effect. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 Except for this Agreement, the contracts filed as exhibits to the Company SEC Documents or as set forth in ‎Section 4.19 of the Company Disclosure Schedule sets forth a list of the following Contracts in effect Schedule, as of the date hereof to which hereof, none of the Company or its Subsidiaries is a party (the “Material Contracts”): to or bound by (i) all Contracts not fully performed providing any contract that would be required to be filed by the Company or pursuant to Item 4 of the Instructions to Exhibits of Form ▇▇-▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, (▇▇) any contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any Person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form ▇▇-▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, (▇▇▇) any contract for the performance of services or delivery of goods or materials by or to license from the Company and which requires consideration to be furnishedor any of its Subsidiaries of any material Intellectual Property on an exclusive basis, or which would reasonably be expected to result in consideration to be furnished, during the 12-month period either ending on or commencing on the date of this Agreement; (ii) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iii) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate except with respect to territorial restrictions on the distribution of products pursuant to the acquisition or disposition Company’s distribution agreements with distributors entered into the ordinary course of any business, a material amount of stock or assets of any other Person or any real property contract (whether by merger, sale of securities, sale of assets, or otherwise); (vA) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport purporting to limit restrict the ability of the Company or its Subsidiaries to (1) compete in any geographic region or line of business business, (2) sell or with any Person deliver products or in any geographic area or during any period of time, that restricts the ability of the Company services to do business with any Person or hire or solicit any Person, or that restricts the right of the Company to sell to (3) compete with or purchase obtain products or services from any Person, Person or that grants the other party (B) containing exclusivity obligations or any third person “most favored nation” status or any type of special discount rights; (viiiprovisions. Each such contract described in clauses ‎(i) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ixthrough ‎(iv) agreements which relate to Indebtedness (excluding, above and each such contract that would be a Material Contract but for the avoidance exception of doubt, Contracts evidencing liabilities with respect being filed as an exhibit to deposits and accounts, trade payables, letters of credit, or capital leases made in the ordinary course of business); (x) mortgages, pledges, or security agreements or similar arrangements constituting a Lien upon the assets or properties of the Company; (xi) agreements for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000; (xii) each Contract with any director, officer, employee, or consultant of the Company on SEC Reports is referred to herein as a full-time, part-time, consulting, or requiring the Company to pay severance or separation payments, change in control payments, or any retention or similar transaction bonus; (xiii) each Contract between or among the Company, on the one hand, and any Seller or any Affiliate of any Seller on the other hand; and (xiv) all Contracts to enter into any of the foregoing“Material Contract”. (b) All Except as would not have a Company Material Contracts are in full force Adverse Effect, (i) each Material Contract is a legal, valid and effect against binding obligation of the Company or its Subsidiaries party thereto and, to the Knowledge of Company’s Knowledge, the Company, each other party parties thereto, in each case subject to the bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, (ii) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in accordance with the express terms thereof. There does not exist under breach or violation of, or default under, any Material Contract and no event has occurred or not occurred through the Company’s or any material violationof its Subsidiaries’ action or inaction or, breach to the Company’s Knowledge, the action or event inaction of defaultany third party, or alleged material violation, breach, or event of default, or event or condition that, after that with notice or lapse of time or both, both would constitute a material violation, breachbreach or violation of, or event of default thereunder on the part of the Company includingunder, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract hasand (iii) to the Company’s Knowledge, repudiated the Company and its Subsidiaries have not received any provision written claim or notice of default, termination or cancellation under any such Material Contract. The Company has not received written notice that any party to a Material Contract intends to cancel or terminate such Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.

Material Contracts. (a) Section 4.14 of Except for this Agreement, the Disclosure Schedule sets forth a list of Plans and the following Contracts in effect ESPP, as of the date hereof to which of this Agreement, neither the Company nor any Subsidiary of the Company is a party (the “Material Contracts”):to any Contract: (i) all Contracts not fully performed providing for the performance of services or delivery of goods or materials required to be filed by or to the Company and which requires consideration in the Company SEC Reports as a “material contract” pursuant to be furnished, or which would reasonably be expected to result in consideration to be furnished, during Item 601(b)(10) of Regulation S-K under the 12-month period either ending on or commencing on the date of this AgreementSecurities Act that has not been so filed; (ii) all Contracts that require the Company to purchase its total requirements of any product or service from a Third Party; (iiiA) all Contracts providing for the Company to be the exclusive provider of any product or service to any Person; (iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of securities, sale of assetslimits, or otherwise); (v) all Contracts with distributors and sales representatives; (vi) all Contracts with any Governmental Authority; (vii) all Contracts that limit or purport purports to limit materially limit, the ability of the Company or any of its Affiliates to compete in any line of business or within any geographic area or with any Person or (B) contains any exclusivity or similar provision binding upon the Company or any of its Subsidiaries that is material to the Company’s business, taken as a whole; (iii) relating to Indebtedness for borrowed money for a principal amount in excess of $1,000,000, other than Contracts among the Company or its Subsidiaries; (iv) between the Company and any geographic area of its directors, officers or during any period Affiliates (other than (x) Contracts not material to the conduct of time, that restricts the ability business of the Company to do business with any Person or hire or solicit any Personand its Subsidiaries, or (y) any Contract solely between or among the Company or its Subsidiaries); (v) that restricts is a license, sublicense, assignment, option or other Contract relating to the Company’s material Intellectual Property Rights, including any such Contract pursuant to which the Company or any of its Subsidiaries is granted any right to use, is restricted in its rights to use or register or permits any other Person to use, enforce or register any Intellectual Property Rights of the Company (other than any enterprise software license or other license to sell use commercial off-the-shelf computer software under nondiscriminatory pricing terms or licenses contained in service contracts to or purchase from any Personthe extent the licenses contained therein are incidental to such contract, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (viii) all Contracts for any joint venture, partnership, or similar arrangement by the Company; (ix) agreements which relate to Indebtedness (excluding, for the avoidance of doubt, Contracts evidencing liabilities with respect to deposits non-exclusive and accounts, trade payables, letters of credit, or capital leases made granted in the ordinary course of business); (vi) that provides for any most favored nation provision or equivalent preferential pricing terms or similar obligations to which the Company or any of its Affiliates is subject, which is material to the Company and the its Subsidiaries; (vii) that is a purchase, sale or supply Contract that (x) mortgagescontains volume requirements or commitments, pledges, exclusive or security agreements preferred purchasing arrangements or similar arrangements constituting a Lien upon promotional requirements and (y) has more than one year remaining in the assets or properties term of the CompanyContract and requires in excess of $1,000,000 in remaining obligations; (viii) involving future payments, capital expenditures, performance of services or delivery of goods or materials to or by the Company and its Subsidiaries of an amount or value reasonably expected to exceed $1,000,000 in the aggregate during the 12 month period following the date hereof; (ix) entered into during the past three years involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of a business or capital stock or other equity interests of another Person for aggregate consideration (in one or a series of related transactions) under such Contract of $1,000,000 or more; (x) that is a collective bargaining agreement or other Contract with any labor union or other employee representative or group; (xi) agreements for that is a partnership or joint venture agreement or similar Contract or relates to an equity investment that in each case is material to the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000Company and its Subsidiaries; (xii) each Contract with any directorthat is for a lease, officer, employee, use or consultant occupancy of real or personal property of the Company on a full-time, part-time, consulting, or requiring the Company to pay severance its Subsidiaries providing for annual rentals of $1,000,000 or separation payments, change in control payments, or any retention or similar transaction bonusmore; (xiii) each Contract between involving the payment of royalties or among other amounts calculated based upon the Company, on revenues or income of the one hand, and any Seller Company or any Affiliate of its Subsidiaries or income or revenues related to any Seller on product of the other hand; andCompany or any of its Subsidiaries, which is likely to involve the payment of consideration of more than $1,000,000 in the aggregate over the remaining term of such Contract; (xiv) all with any Governmental Entity to which the Company or any of its Subsidiaries is a party, other than individual Contracts involving aggregate consideration during the term of the Contract of less than $1,000,000; (xv) under which the Company or any of its Subsidiaries has advanced or loaned any amount of money to any of its officers, directors, employees or consultants, in each case with a principal amount in excess of $1,000,000 and in each case has not been repaid prior to the date hereof; or (xvi) that commits the Company or any of its Affiliates to enter into any of the foregoing. Each such Contract in clause (i) through clause (xvi) is referred to herein as a “Company Material Contract.” (b) All Except as would not reasonably be expected to be material to the Acquired Companies, taken as a whole, (i) each Company Material Contracts are Contract is valid and binding on the Company or its Subsidiaries and in full force and effect against effect, except as enforceability may be limited by the Company andEnforceability Exceptions, (ii) no Acquired Company, nor to the Knowledge knowledge of the Company, each any other party thereto, in each case in accordance with the express terms thereof. There does not exist under any to a Company Material Contract any material violation, is in breach or event of defaultviolation of, or alleged material violation, breachdefault under, or event of defaulthas taken or failed to take any action which, with or event or condition thatwithout notice, after notice or lapse of time time, or both, would constitute a material violationdefault under the provisions of, breachany Company Material Contract, (iii) the Acquired Companies have not received any written claim or event notice of default thereunder on the part of the under any Company including, without limitation, in connection with any Indebtedness. The Company has not, and to the Knowledge of the Company no party to any Material Contract has, repudiated any provision of any such Material Contract. The and (iv) the Company has not received any written notice in writing from any person that any party to a Material Contract such person intends to cancel or terminate such any Company Material Contract. (c) The Sellers have delivered to the Purchaser a true, correct, and complete copy of each written Material Contract, including all amendments, waivers, supplements, or modifications thereto, along with a summary of each of the material terms of each oral Material Contract.