Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Schedule 5.13(a) sets forth all of the following Contracts to which the Company or any of the Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”): (i) Contracts with any Stockholders or any current officer or director of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiaries. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(a4.17(a) of the Company Disclosure Letter, together with the lists of exhibits contained in the Company SEC Documents and Schedules 4.10(a) and 4.10(l) listing material Company Plans, sets forth all a true and complete list, as of the following Contracts date of this Agreement, of: (i) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (ii) each contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties of the Company or any of its Subsidiaries involving annual payments in excess of $8,000,000, other than contracts in which the applicable acquisition or disposition has been consummated and there are no liabilities of the Company or its Subsidiaries remaining or obligations of the Company or its Subsidiaries ongoing; (iii) each contract relating to Indebtedness (including commitments with respect thereto) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $5,000,000, other than (x) agreements solely between or among the Company and its Subsidiaries and (y) any notes or loans made by the Company or its Subsidiaries to franchisees; (iv) each Company Material Real Property Lease; (v) each contract that is a non-competition contract or other contract that (A) purports to limit in any material respect either the 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 (including any contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision), (B) could require the disposition of any material assets or line of business of the Company or its Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) or (C) prohibits or limits the rights of the Company or any of its Subsidiaries to make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets, other than, in each case, as may be set forth in any Franchise Agreement; (vi) each contract involving the pending acquisition or sale of (or option to purchase or sell) any assets or properties of the Company for which the aggregate consideration (or the fair market value of such consideration, if non-cash) payable to or from the Company or any of its Subsidiaries exceeds $8,000,000; (vii) each material partnership, material joint venture or similar material arrangement with a third party, other than with arrangements exclusively among the Company and/or its wholly owned Subsidiaries; (viii) each Labor Agreement; (ix) each agreement under which the Company or any of its Subsidiaries has advanced or loaned any amount of money to any of its officers, directors, employees, Company Agents or consultants; (x) each agreement that contains any “most favored nation” or most favored customer provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal to which the Company or any of the its Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”): (i) Contracts with any Stockholders or any current officer or director of their respective Affiliates is subject and that is material to the business of the Company and its Subsidiaries, taken as a whole, except for any agreement in which such provision is solely for the benefit of the Company or any of its Subsidiaries; (xi) each contract (a) pursuant to which the Company or its Subsidiaries grants or receives a license or similar right with respect to any Affiliate Company Intellectual Property, other than (i) licenses received with respect to commercially available software or information technology services, or (ii) non-exclusive licenses granted to customers, franchisees or service providers in the Ordinary Course or (b) relating to the development of material Intellectual Property (other than a Subsidiaryagreements with employees or contractors on the Company’s or its Subsidiaries’ standard form of such agreements made available to Parent) or (c) limiting the Company’s or any of its Subsidiaries’ ability to use, enforce or disclose any Company Owned IP in any material respect; and (xii) any contract not otherwise described in any other subsection of this Section 4.17(a) that obligates the Company or any of the Stockholders; (ii) Contracts with its Subsidiaries to make any labor union future capital investment or association representing any employee capital expenditure outside of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course and in excess of Business; $8,000,000 in any twelve (iv) Contracts relating to the acquisition by 12)-month period (other than contracts between the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the and its Subsidiaries). (b) Neither Collectively, the contracts set forth or required to be set forth in Section 4.17(a) are herein referred to as the “Company Contracts.” Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) 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 of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights, (ii) neither the Company nor any Subsidiary of its Subsidiaries is in breach or default under any Company Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, individually or in the aggregate with other events, would reasonably be expected to result in a breach thereof or default thereunder by the Company or its Subsidiaries, or to the knowledge of the Company, as of the date hereof, any other party thereto and (iii) there are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any default other Person to any such Company Contract that such Person intends to terminate or event that with notice or lapse of time, or both, would constitute claim a default by the Company and the Subsidiaries material breach under any Material Company Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (aExcept for any Government Contract or Government Bid that are set forth instead on Section 4.16(a) Schedule 5.13(aof the Company Disclosure Letter, Section 4.15(a) of the Company Disclosure Letter sets forth all the following (each of which, together with each Lease shall constitute a “Material Contract”): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), whether or not filed by the Company with the SEC; (ii) any employment or consulting Contract (in each case with respect to which the Company or a Subsidiary of the following Company has continuing obligations as of the date hereof) with any current (A) officer of the Company, (B) member of the Company Board, or (C) Company Employee providing for an annual base salary or payment in excess of $100,000; (iii) any Contract providing for indemnification or any guaranty by the Company or any Subsidiary thereof, in each case that is material to the Company and its Subsidiaries, taken as a whole, other than any Contract providing for indemnification of third party claims under Contracts with customers entered into in the ordinary course of business; (iv) any Contract that purports to limit in any material respect the right of the Company or any of its Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries) to (A) engage in any line of business, (B) compete with any Person or solicit any client or customer, or (C) operate in any geographical location; (v) any Contract relating to the disposition or acquisition, directly or indirectly (by merger, sale of stock, sale of assets, or otherwise), by the Company or any of its Subsidiaries of assets or capital stock or other equity interests of any Person (A) with a fair market value or aggregate consideration under such Contract in excess of $1,000,000 and (B) pursuant to which the Company or any of the its Subsidiaries is has a party continuing material earn-out or by which it is bound (collectively, the “Material Contracts”):other contingent payment obligation or any material indemnification obligation; (ivi) Contracts any Contract that grants any right of first refusal, right of first offer, or similar right with respect to any Stockholders material assets, rights, or any current officer or director properties of the Company or any of its Subsidiaries; (vii) any Contract that contains any provision that requires the Subsidiaries purchase of all or a material portion of the Company’s or any Affiliate of its Subsidiaries’ requirements for a given product or service from a given third party, which product or service is material to the Company and its Subsidiaries, taken as a whole; (other than a Subsidiaryviii) of any Contract that obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party or upon consummation of the StockholdersMerger will obligate Parent, the Surviving Corporation, or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party; (iiix) Contracts any partnership, joint venture, limited liability company agreement, or similar Contract relating to the formation, creation, operation, management, or control of any material joint venture, partnership, or limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; (x) any mortgages, indentures, guarantees, loans, or credit agreements, security agreements, or other Contracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, other than (A) accounts receivables and payables, (B) loans to Subsidiaries of the Company, or (C) for principal amounts less than $250,000; (xi) any employee collective bargaining agreement or other Contract with any labor union union; (xii) any Company IP Agreement, other than licenses for shrinkwrap, clickwrap, or association representing any employee of other similar commercially available off-the-shelf software that has not been modified or customized by a third party for the Company or any of the its Subsidiaries; (iiixiii) Contracts for any Contract that is a settlement or similar Contract involving payments by the sale of Company or its Subsidiaries after the Closing or any of the assets of injunctive or similar equitable obligations that impose material restrictions on the Company or any of the Subsidiaries other than in the Ordinary Course of Businessits Subsidiaries; (ivxiv) Contracts relating any Contract providing for (A) payment by any Person to the acquisition Company or any of its Subsidiaries in excess of $150,000 annually on account of products or services rendered by the Company or any of its Subsidiaries or (B) the Subsidiaries purchase of any operating business products or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, services by the Company or any of its Subsidiaries from any Person in excess of $150,000 annually, in either case, which is not otherwise described in clauses (i)–(xiii) above; provided, that if any such Contract is a purchase order, such purchase order need not be listed on Section 4.15(a) of the Company Disclosure Letter, but shall be deemed to be a Material Contract for purposes of this Agreement; or (xv) any Contract which is not otherwise described in clauses (i)-(xiv) above that is material to the Company or any of its Subsidiaries. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) ‎Section 4.19(a) of the Company Disclosure Schedule 5.13(a) sets forth all a list as of the date of this Agreement of each of the following Contracts to which the Company or any of the its Subsidiaries is a party or by which it is bound (collectivelyeach 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 it becomes bound after the date of this Agreement, a “Company Material ContractsContract”): (i) Contracts with any Stockholders Contract pursuant to which the Company or any current officer of its Subsidiaries incurred payment obligations or director received payments in excess of $10,000,000 during the twelve (12) month period ended September 30, 2019, or is expected to incur payment obligations or receive payments in excess of (A) $10,000,000 during any twelve (12) month period ending after September 30, 2019 or (B) $10,000,000 over the remaining term of the Contract; (ii) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or any of the its Subsidiaries to engage or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any person Person or in any geographical area or covenants that would so limit or purport to limit, in any material respect, the freedom of any other person not to compete with Parent, the Company or any of their respective Affiliates after the Effective Time, (B) contains any material exclusivity or “most favored nation” obligations or restrictions or similar provisions that are binding on the Company or any of its Subsidiaries (or, after the Effective Time, that would be binding on Parent or any of its Affiliates) or (C) otherwise limits or restricts, in any line material respect, the Company or any of business its Subsidiaries (or, after the Effective Time, Parent or in any geographical areaof its Affiliates) from hiring or soliciting any Person for employment; (viiiiii) Contracts under any deposit sweep agreement or similar agreement; (iv) (A) any standard form Contract pursuant to which the Company or any of the its Subsidiaries has made advances provides Brokerage Services or loans Investment Advisory Services to any other Person; Client and (ixB) any material Contract (or group of Contracts providing for severancethat, retentionin the aggregate, change in control or other similar payments; (xare material) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by pursuant to which the Company or any of the Subsidiaries.its Subsidiaries provides Brokerage Services or Investment Advisory Services to any Client that is not on any such standard form and includes material deviations from any such standard form; (bv) Neither any material subadvisory agreement; (vi) any material custody or sub-custody agreement, transfer agent agreement, administrative and accounting agreement, shareholders services agreements, distribution agreement, prime brokerage or other brokerage related agreement, or similar agreement; (vii) any material Contract that provides for any referral arrangement, commission-sharing arrangement or co-marketing arrangement, including, any finder’s agreement for soliciting, distributing or promoting Investment Advisory Services or Brokerage Services by or to the Company nor or any Subsidiary has of its Subsidiaries; (viii) any Contract reasonably expected to result in payments made or received by the Company and its Subsidiaries in excess of $10,000,000 in any written notice year and for which the execution, delivery and performance by the Company of this Agreement or the consummation of any default of the Transactions would require any consent or other action by any Person (including notice by the Company) thereunder, constitute a default, or an event that that, with or without notice or lapse of time, time or both, would constitute a default default, thereunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation (including triggering of a price adjustment, right of renegotiation or other remedy) or the loss of any benefit to which the Company or any of its Subsidiaries is entitled thereunder; (ix) promissory notes, loan agreements, indentures, evidences of indebtedness or other instruments providing for or relating to the lending of money, (A) if as borrower or guarantor, in aggregate principal amount in excess of $15,000,000, and (B) if as lender, in aggregate principal amount in excess of $5,000,000; (x) any Contract restricting the payment of dividends or the making of distributions to stockholders of the Company or the repurchase of stock or other equity of the Company; (xi) any Collective Bargaining Agreements; (xii) any material joint venture, profit-sharing, partnership or other similar agreements; (xiii) any Contracts or series of related Contracts entered into within the last three (3) years or containing any material surviving obligations relating to the acquisition or disposition of the assets or securities of any Person or any business for a price in excess of $10,000,000 (in each case, whether by merger, sale of stock, sale of assets or otherwise); (xiv) any lease or sublease for real or personal property for which annual rental payments made by the Company and its Subsidiaries during the twelve (12) month period ended September 30, 2019 or expected to be made by the Company and its Subsidiaries during any twelve (12) month period ending after September 30, 2019 are greater than $5,000,000; (xv) all material Contracts pursuant to which the Company or any of its Subsidiaries (A) receives or is granted any license or sublicense to, or covenant not to be sued under, any Intellectual Property (other than licenses to Software that is commercially available on non-discriminatory pricing terms) or (B) grants any license or sublicense to, or covenant not to be sued under, any Intellectual Property (other than immaterial, non-exclusive licenses granted in the ordinary course of business); (xvi) any Contracts or other transactions with any (A) executive officer or director of the Company, (B) record or, to the knowledge of the Company, beneficial owner of five percent (5%) or more of the voting securities of the Company (including TD Bank), or (C) affiliate (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act) or “associates” (or members of any Material of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Securities Exchange Act) of any such executive officer, director or beneficial owner (each of the foregoing, a “Related Party” and each such Contract, a “Related Party Contract”); (xvii) any other Contract required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K; and (xviii) any other Contract that is material to the Company and its Subsidiaries, taken as a whole. (b) All of the Company Material Contracts are, subject to the Bankruptcy and Equity Exceptions, 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 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 of the Company, each of the other parties thereto (except for such defaults Company Material Contracts that are no longer continuing terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of the Company or any of its Subsidiaries, such termination must be in the ordinary course of business), 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 Company Material Adverse Effect. To the knowledge of the Company, no Person is seeking to terminate or challenging the validity or enforceability of any Company Material Contract, except such terminations or challenges which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company, any of the other parties thereto has violated any provision of, or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of, and neither the Company nor any of its Subsidiaries has received written notice that it has violated or defaulted under, any Company Material Contract, except for those violations and defaults (or potential defaults) which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Material Contracts. (a) Neither the Company, its Subsidiaries, nor, to the knowledge of the Company, any other party, is in material default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Material Contracts to which it is a party; and, to the knowledge of the Company, there has not occurred any event that, with the lapse of time or giving of notice or both, could constitute such a material default under any Material Contract. Each of the Material Contracts is enforceable against the Company or applicable Subsidiary of the Company in accordance with its terms and, to the Company’s knowledge, is enforceable against other parties to such Material Contract in accordance with its terms. (b) Section 3.15(b) of the Company Disclosure Schedule 5.13(a) sets forth all a list as of the following date of this Agreement of (i) all Contracts or letters of intent entered into after January 1, 2008, and all currently effective Contracts entered into before that date, regarding the acquisition of a Person or business, whether in the form of an asset purchase, merger, consolidation or otherwise to which the Company or any Subsidiary of the Company is a party; (ii) all currently effective credit agreements, indentures, mortgages, security agreements and other Contracts related to any indebtedness for borrowed money of the Company or any of its Subsidiaries; (iii) all joint venture or other similar Contracts to which the Company or any Subsidiary of the Company is a party; (iv) all currently effective Contracts (including related Contracts) under which the Company or any Subsidiary of the Company has advanced or loaned or agreed to advance or loan to any other Person (together with such Person’s Related Persons) $75,000 or more; (v) all currently effective guarantees by the Company or any Subsidiary of the Company of any obligations or liabilities of any other Person; (vi) all Contracts or groups of related Contracts to which the Company or any of the its Subsidiaries is a party the performance of which (i) since January 1, 2010 involved annual payments or receipts by the Company and its Subsidiaries of an aggregate amount in excess of $75,000, or would reasonably be expected to involve payments or receipts by the Company and its Subsidiaries after December 31, 2010 of an aggregate amount in excess of $75,000, and (ii) are not cancelable by the Company or any of its Subsidiaries on 60 days’ or less notice without premium or penalty; (vii) all currently effective exclusive sales representative Contracts to which it the Company or any Subsidiary of the Company is bound a party; (collectivelyviii) all currently effective Contracts under which the Company or any Subsidiary of the Company has granted any Person registration rights (including demand and piggy-back registration rights); (ix) all currently effective Contracts purporting to restrict or prohibit the Company or any Subsidiary of the Company from engaging or competing in any business or engaging or competing in any business in any geographic area; (x) all currently effective labor agreements, collective bargaining agreements or other labor related Contracts (including work rules and practices) to which the Company or any Subsidiary is a party with respect to any labor union, labor organization, trade union, works council or similar organization or association of employees; (xi) all currently effective IP Contracts to which the Company or any Subsidiary of the Company is a party other than standard license agreements for commercially-available, off-the-shelf software having an acquisition price of less than $75,000 in the aggregate for each such software product or group of related software products; (xii) any Contract which provides for termination, acceleration of payment or other special rights upon the occurrence of a change in control of the Company or any Subsidiary of the Company; (xiii) each Contract to which the Company or any Subsidiary is a party with any Governmental Entity; (xiv) any Contract that is currently effective or that was executed after January 1, 2008 which provides for the purchase, sale or exchange of, or option to purchase, sell or exchange any real property to which the Company or any Subsidiary of the Company is a party; (xv) any currently effective Contract relating to the development or construction of, or additions or expansions to, any real property that would cause the Company and its Subsidiaries to exceed the capital budget for such property listed in Section 3.15(b)(xv) of the Company Disclosure Schedule; (xvi) any Contract relating to the operation or management of any Owned Real Property or any Leased Real Property to which the Company or any Subsidiary of the Company is a party; (xvii) any hotel or other management agreement or franchise agreement to which the Company or any Subsidiary of the Company is a party; (xviii) any Contract under which the Company or any of its Subsidiaries has agreed not to bring Litigation against any Person or under which any Person has agreed not to bring any Litigation against the Company or any of its Subsidiaries; (xix) any Contract relating to Material Artwork to which the Company or any Subsidiary of the Company is a party; (xx) all Contracts obligating the Company or any Subsidiary of the Company to indemnify any current or former director, officer, partner, member, trustee or employee of the Company or any Subsidiary of the Company; and (xxi) all other Contracts which are material to the Company and its Subsidiaries taken as a whole. The Contracts referenced in this Section 3.15(b) are referred to herein collectively as the “Material Contracts”):). The Company has furnished to Parent a correct and complete copy of each Material Contract. For purposes of this Agreement, a Contract will be considered to be currently effective if any Person currently has or in the future may have any right, remedy, benefit, obligation or liability thereunder. (c) No Material Contract will, by its terms, (i) terminate or accelerate as a result of the transactions contemplated hereby or (ii) require any consent from any party thereto in order to remain in full force and effect immediately after the Effective Time. (d) Section 3.15(d) of the Company Disclosure Schedule (i) lists all currently effective Contracts pursuant to which any Person has a right to a payment from the Company or any of its Subsidiaries based upon any current or future franchise, management, incentive or other fee earned by or paid to the Company or any of its Subsidiaries and (ii) identifies the specific current or future property or properties to which the Contract relates and the amount of the fee to which such Person has a right pursuant to the Contract. (e) Section 3.15(e) of the Company Disclosure Schedule sets forth a list, as of the date of this Agreement, of all agreements of the Company or its Subsidiaries with any Stockholders or any current executive officer or director of the Company or any its Subsidiaries. No officer or director of the Subsidiaries Company, its Subsidiaries, or any Affiliate “associate” (other than a Subsidiaryas such term is defined in Rule 14a-1 under the Exchange Act) of any such officer or director, has any interest in any contract or property (real or personal, tangible or intangible), used in, or pertaining to the business of the Company or any its Subsidiaries which interest would be required to be disclosed pursuant to Item 404(a) of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition Regulation S-K promulgated by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the SubsidiariesSEC. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(aSection 4.20(a) sets forth all of the following Contracts Company Disclosure Schedule lists, as of the date of this Agreement, each contract or agreement described below in this Section 4.20(a) to which the Company or any of the its Subsidiaries is a party to or bound by which it is bound (collectively, the “Material Contracts”): (i) Contracts with any Stockholders Company Scheduled Contract; (ii) any note, debenture, guarantee, loan, credit or financing agreement or instrument, other contract relating to indebtedness for borrowed money or other contract relating to indebtedness in excess of $75,000; (iii) any Real Property Lease, lease, sublease, rental or occupancy agreement, installment or conditional sale agreement, or other contract where the Company or one of its Subsidiaries is a sublessor, tenant or subtenant; (iv) any joint venture, partnership or other contract involving a share of profits, losses, costs or liabilities; (v) any contract between the Company or any current of its Subsidiaries, on the one hand, and any director, officer or director affiliate of the Company or any of its Subsidiaries, on the Subsidiaries or any Affiliate other hand (other than employment or indemnification arrangements entered into in the ordinary course of business); (vi) any employment contracts or arrangements (including without limitation any collective bargaining contract or union agreement) in which the Company or any of its Subsidiaries is a Subsidiary) party relating to the employees of the Company or any of the Stockholdersits Subsidiaries whose annual base salary exceeds $150,000 that are currently in effect and which may not be terminated at will, or by giving notice of 30 days or less, without cost or penalty (or any augmentation or acceleration of benefits); (iivii) Contracts with any labor union agreement, contract or association representing commitment requiring the Company or any employee of its Subsidiaries to indemnify or hold harmless any person, other than those entered into in the ordinary course of business; (viii) any agreement or other contract containing exclusivity covenants or covenants limiting, in any material respect, the ability of the Company or any of the Subsidiariesits Subsidiaries to compete with any person or engage in any line of business or in any area or territory; (iiiix) Contracts any contract relating to the acquisition, lease, license or disposition by the Company or any of its Subsidiaries of assets and properties (other than in the ordinary course of business), where the fair market value of the assets and properties exceeds $50,000; (x) any contract with a Governmental Authority; (xi) any contract under which (1) any person has directly or indirectly guaranteed any liabilities or obligations of the Company or any of its Subsidiaries or (2) the Company or any of its Subsidiaries has directly or indirectly guaranteed any liabilities or obligations of any other person (in each case other than endorsements for the sale purpose of collection in the ordinary course of business or indemnification obligations entered in the ordinary course of business); (xii) any contract granting any person a material Lien on all or any part of the assets of the Company or any of the Subsidiaries its Subsidiaries, other than in Permitted Liens or Liens that will be released at or prior to the Ordinary Course of BusinessClosing; (ivxiii) Contracts relating any contract involving aggregate annual payments or accruals in excess of $100,000 in any twelve (12) month period, to the acquisition be made by or to the Company or any of its Subsidiaries after the Subsidiaries of any operating business or the capital stock of any other Persondate hereof; (vxiv) Contracts relating to any contract or agreement with physicians, physician groups or any other healthcare entity or provider where the incurrence annual payments are in excess of Indebtedness, or the making of any loans$100,000; (vixv) Contracts for joint venturesany performance bond, strategic alliances payment bond or partnershipssimilar arrangement; (viixvi) Contracts containing covenants any agreement with any affiliates of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area;its Subsidiaries; and (viiixvii) Contracts under any earn-out or similar deferred payment obligations to which the Company or any of the its Subsidiaries has made advances is liable, contingently or loans to any other Person; (ix) Contracts providing for severanceotherwise, retention, change in control as obligor or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiariesotherwise. (b) Neither Except as set forth in Section 4.20(b) of the Company Disclosure Schedule and except for breaches, violations or defaults which would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole, (i) each of the Material Contracts is valid, binding, enforceable and in full force and effect, except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally or by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law) and (ii) neither the Company nor any Subsidiary of its Subsidiaries, nor to the knowledge of the Company, any other party to a Material Contract, has received violated in any written notice of material respect any default provision of, or event that taken or failed to take any act which, with notice or without notice, lapse of time, or both, would constitute a default by under the provisions of such Material Contract, and (iii) neither the Company and the nor any of its Subsidiaries has received written notice that it has in any material respect breached, violated or defaulted under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(aAll Contracts, including amendments thereto, required to be filed as an exhibit to any report of the Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K under the Exchange Act have been so filed, and, as of the date hereof, no such Contract has been amended or modified (or further amended or modified, as applicable) since the date so filed. (b) Other than the Contracts described in clause (a) above which were filed in an unredacted form, Section 2.10(b) of the Company Disclosure Letter sets forth a correct and complete list, and the Company has made available to Parent correct and complete copies (including all material amendments, modifications, extensions or renewals with respect thereto), of each of the following Contracts to which the Company or any of the Company Subsidiaries is a party or by which it is bound (collectively, as of the “Material Contracts”):date hereof: (i) Contracts each Contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision that (A) materially restricts the ability of the Company or any of its Affiliates (including Parent and the Parent Subsidiaries following the Closing) to (x) compete in any line of business or geographic area or with any Stockholders Person during any period of time after the Initial Merger Effective Time or (y) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets or properties or (B) could require the disposition of any material assets or line of business of the Company or any current officer of its Affiliates (including Parent and the Parent Subsidiaries following the Closing); (ii) each Contract that creates, evidences, provides commitments in respect of, secures or director guarantees (A) Indebtedness for borrowed money in any amount in excess of $2,500,000 or (B) other Indebtedness of the Company or any of the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $2,500,000, other than agreements solely between or among the Company and the Company Subsidiaries; (iii) each Contract for lease of personal property or real property (excluding Oil and Gas Leases) involving annual payments in excess of $2,500,000 or aggregate payments in excess of $5,000,000 that are not terminable without penalty or other liability to the Company or any Affiliate of the Company Subsidiaries (other than any ongoing obligation pursuant to such Contract that is not caused by any such termination) within 60 days, other than Contracts related to drilling rigs; (iv) each Contract involving the pending acquisition, swap, exchange, farmout, sale or other disposition of (or option to purchase, swap, exchange, sell or dispose of) any assets or properties that are material to the Company or the Company Subsidiaries or that involves aggregate consideration (including non-cash consideration or the payment of any completion or equipping costs as to any ▇▇▇▇▇ or any other capital expenses) having a fair value that exceeds $2,500,000, other than Contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business consistent with past practice; (v) each Contract for any Derivative Product; (vi) each material partnership, stockholder, joint venture, limited liability company agreement or other joint ownership agreement, other than with respect to arrangements exclusively among the Company and/or its wholly-owned Subsidiaries and other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company or any of the Company Subsidiaries; (vii) each joint development agreement, exploration agreement, participation, farmout, farm-in, drillco, reversionary or program agreement or similar Contract (A) requiring the Company or any of the Company Subsidiaries to make annual expenditures in excess of $2,500,000 or aggregate payments in excess of $5,000,000 during the 12-month period following the date of this Agreement or (B) requiring any Person that is not a Company Subsidiary to pay, fund or bear any capital costs or other drilling, completion or equipping costs or expenses with respect to any Oil and Gas Properties held by the Company or any of the Company Subsidiaries requiring annual expenditures in excess of $2,500,000 or aggregate payments in excess of $5,000,000 during the 12-month period following the date of this Agreement, in each case of the immediately foregoing subparts (A) and (B), other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (viii) any Contract that contains (A) a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor or (B) includes any dedications, commitments, covenants running with the land or other similar obligations that require the Company or any Company Subsidiaries (including, after Closing, Parent or any Parent Subsidiary) to sell, purchase, supply, deliver, gather, transport, process or handle any water (whether freshwater or produced water) Hydrocarbon, minerals, or other substances (1) produced from any Hydrocarbon ▇▇▇▇▇ and all water, carbon dioxide or injection ▇▇▇▇▇ included in the Oil and Gas Properties or (2) used in connection with the drilling or completion of any Hydrocarbon ▇▇▇▇▇, water, carbon dioxide or injection ▇▇▇▇▇, excluding, in each case, any such Contract (x) that would reasonably be expected to result in annual payments or expenditures less than $2,500,000 or aggregate payments or expenditures less than $5,000,000 after the date hereof, (y) where the lands included in the dedication or commitment area thereunder are less than 1280 gross acres or (z) that dedicate, commit or cover volumes less than 7,500 MMcf of gas or 1,500 gross barrels of oil equivalent of liquid Hydrocarbons on a monthly basis (calculated on a yearly average basis); (ix) each agreement that contains any exclusivity, “most favored nation” or most favored customer provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal, to which the Company or any of the Company Subsidiaries is subject, and, in each case, is material to the business of the Company and the Company Subsidiaries, taken as a whole, in each case other than those contained in (A) any agreement in which such provision is solely for the benefit of the Company or any of the Company Subsidiaries, (B) customary royalty pricing provisions in Oil and Gas Leases or (C) customary preferential rights in joint operating agreements, unit agreements or participation agreements affecting the business or the Oil and Gas Properties of the Company or any of the Company Subsidiaries entered into in the ordinary course of business consistent with past practices; (x) any acquisition or divestiture Contract that contains “earn out” or other contingent payment obligations or remaining indemnity or similar obligations (other than (A) asset retirement obligations or plugging and abandonment obligations set forth in the Company Gruy Reserve Report or (B) customary indemnity obligations with respect to the post-closing ownership and operation of acquired assets), that would reasonably be expected to result in (1) earn-out payments, contingent payments or other similar obligations to a third-party (but excluding indemnity payments) in any year in excess of $2,500,000 or (2) earn-out payments, contingent payments or other similar obligations to a third-party, including indemnity payments, in excess of $5,000,000 in the aggregate; (xi) any Contract (other than any Contract otherwise covered by this Section 2.10(b)) that creates future payment obligations (including settlement agreements or Contracts that require any capital contributions to, or investments in, any Person) of the Company or any of the Stockholders; Company Subsidiaries, in each case, involving annual payments in excess of $5,000,000 or aggregate payments in excess of $10,000,000 (ii) Contracts with any labor union excluding, for the avoidance of doubt, customary joint operating agreements or association representing any employee unit agreements affecting the Oil and Gas Properties of the Company or any of the Company Subsidiaries; (iii) Contracts for the sale of ), or creates or would create an Encumbrance on any of the assets material asset or property of the Company or any of the Company Subsidiaries (other than in the Ordinary Course of BusinessPermitted Encumbrances); (ivxii) Contracts relating to any Contract that (A) provides for the acquisition sale by the Company or any of the Company Subsidiaries of any operating business Hydrocarbons (1) in excess of 2,500 gross barrels of oil equivalent of Hydrocarbons per day (calculated on a per day yearly average basis) or (2) for a term greater than 10 years and (B) has a remaining term of greater than 90 days and does not allow the Company or the capital stock of any other PersonCompany Subsidiaries to terminate it without penalty to the Company or the Company Subsidiaries within 90 days; (vxiii) Contracts relating to the incurrence of Indebtedness, or the making of any loansLabor Agreement; (vixiv) Contracts for any Contract (other than Oil and Gas Leases and joint ventures, strategic alliances or partnerships; (viioperating agreements) Contracts containing covenants of the Company or any of the Subsidiaries not pursuant to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Company Subsidiaries has made advances paid amounts associated with any Production Burden in excess of $2,500,000 during the immediately preceding fiscal year or loans with respect to which the Company reasonably expects that it and the Company Subsidiaries will make payments associated with any other PersonProduction Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $2,500,000 annually or $5,000,000 in the aggregate; (ixxv) Contracts providing any Contract pursuant to which the Company or any of the Company Subsidiaries (A) acquires, uses or has the right to use any Intellectual Property owned by another Person that is material to its business (except for severancelicenses to generally commercially available software or technology licensed substantially on standard terms and conditions), retention(B) transfers, change in control grants material licenses or other similar payments; (x) Contracts for the employment of any individual on a full-timerights to use, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, acquires material Intellectual Property owned by the Company or any of the Company Subsidiaries (excluding standard employee invention and confidentiality agreements) or (C) is materially restricted from using, registering or asserting any Intellectual Property owned by the Company or any of the Company Subsidiaries that is material to its business; (xvi) any Contract which is between the Company or any of the Company Subsidiaries, on the one hand, and any of their respective officers, directors or principals (or any such Person’s Affiliates) or any Person that holds or owns five percent or more of the shares of the Company’s capital stock (or any affiliates of any such Person) on the other hand; or (xvii) each Contract or Company Entities Organizational Document that would, on or after the Closing Date, prohibit or restrict the ability of Parent or any of its Subsidiaries (including the Company 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 Company and its Subsidiaries), make loans or advances or transfer any of its properties or assets. (c) The Contracts described in the foregoing clauses (a) and (b), together with all exhibits and schedules to such Contracts, as amended through the date hereof or as hereafter amended in accordance with Section 4.1 hereof, are referred to herein as “Company Material Contracts”. (d) Each Company Material Contract is valid and binding on the Company or the Company Subsidiary party thereto, as the case may be, and, to the Knowledge of the Company, each other party thereto, and is in full force and effect in accordance with its terms, except for (i) terminations or expirations at the end of the stated term or (ii) such failures to be valid and binding or to be in full force and effect as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in each case subject to Enforceability Exceptions. (e) Neither the Company nor any Subsidiary has received of the Company Subsidiaries is in breach of, or default under the terms of, and, to the Knowledge of the Company, no other party to any written Company Material Contract is in breach of, or default under the terms of, any Company Material Contract, nor is any event of default (or similar term) continuing under any Company Material Contract, and, to the Knowledge of the Company, there does not exist any event, condition or omission that would constitute such a default, breach or event of default (or similar term) (whether by lapse of time or notice of or both) under any Company Material Contract, in each case where such breach, default or event that with notice of default (or lapse of time, or both, similar term) would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.

Material Contracts. Other than any “material contract” (aas such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) filed as an exhibit to the Company SEC Reports filed prior to the date hereof, Section 4.16 of the Company Disclosure Schedule 5.13(a) sets forth all lists each of the following Contracts written contracts and agreements to which the Company or any of the Subsidiaries Company Subsidiary is a party or by which it is any of their respective properties or assets are bound as of the date hereof (collectivelyeach such agreement and contract, including any contract filed as an exhibit to the Company SEC Reports filed prior to the date hereof being a “Company Material ContractsContract”): (a) any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a “Contract” (other than among consolidated Company Subsidiaries or any lease for real property) relating to (i) Contracts indebtedness for borrowed money and having an outstanding principal amount in excess of $5.5 million or (ii) conditional sale arrangements, obligations secured by a Lien, or interest rate or currency hedging activities, in each case in connection with which the aggregate actual or contingent obligations of the Company and the Company Subsidiaries under such Contract are greater than $5.5 million, in each case, other than customer service agreements entered into in the ordinary course of business; (b) any Stockholders or any current officer or director Contract that purports to limit the right of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company Subsidiaries (i) to engage or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or (ii) to compete with any person or operate in any geographical area or covenants location, in the case of each of (i) and (ii), in any other person not respect material to compete with the business of the Company or any of the Subsidiaries in any line of business or in any geographical area; (viii) Contracts under which and the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severanceSubsidiaries, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on taken as a full-time, part-time or consulting or other basiswhole; and (xic) outstanding agreements any Contract for the acquisition or disposition, directly or indirectly (by merger or otherwise), of guarantyassets or capital stock or other equity interests of another person for aggregate consideration under such Contract in excess of $5.5 million. Notwithstanding anything in this Section 4.16, surety or indemnification, direct or indirect, “Company Material Contract” shall not include any Contract that (i) is terminable by the Company or any a Company Subsidiary upon one hundred and twenty (120) days’ or less notice without a penalty premium, (ii) will be fully performed or satisfied as of the Subsidiaries. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of timeprior to Closing, or both, would constitute a default by (iii) is solely between the Company and the one or more wholly-owned Company Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or is solely between wholly-owned Company Subsidiaries. Except as would not reasonably be expected to have a Material Adverse Effect, (i) neither the Company nor any Company Subsidiary is and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Company Material Contract, (ii) none of the Company or any Company Subsidiary has received any claim of default under any such agreement, and (iii) no event has occurred which would result in a breach or violation of, or a default under, any Company Material Contract (in each case, with or without notice or lapse of time or both). Except as would not reasonably be expected to have a Material Adverse Effect, each Company Material Contract is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company or Company Subsidiaries, as applicable, and, to the knowledge of the Company, with respect to the other parties hereto.

Material Contracts. (a) Schedule 5.13(a) sets forth For all purposes of and under this Agreement, a “Material Contract” of the following Company or its Subsidiaries shall mean (all such Material Contracts to which the Company or any of the its Subsidiaries is a party or by which it is bound (collectivelyany of them or any of their respective properties, rights or assets are bound, the “Material Contracts”): (i) any Contract listed or required to be listed as an exhibit to the Company’s annual report on Form 20-F for the year ending December 31, 2016; (ii) any Contract that requires payments from or to the Company or any of its Subsidiaries of more than $500,000 during the past twelve (12) month period or during the twelve (12) month period following the date hereof and is not cancelable by the Company or its Subsidiaries without any financial or other penalty upon notice of ninety (90) days or less; (iii) any Contract that relates to the formation, creation, operation, management or control of any legal partnership or any joint venture entity (whether a corporation, limited liability company or any other entity type) or similar arrangement; (iv) any Contract (other than any Contract whose only parties are the Company and/or its Subsidiaries) relating to Indebtedness for borrowed money owing or guaranteed by the Company or its Subsidiaries, other than any Contract relating to Indebtedness with an outstanding principal amount of less than $250,000 (whether incurred, assumed, guaranteed or secured by any asset); (v) any Contract under which the Company or its Subsidiaries has made any advance, loan, extension of credit or capital commitment to, or other investment in, any Person in excess of $250,000 (other than the Company or its Subsidiaries and except for any extensions of trade credits in the ordinary course of business consistent with past practice); (vi) any Contract (A) that contains a license in respect of Intellectual Property Rights where such license is material to the business of the Company or its Subsidiaries (except for (1) licenses of commercially available, off-the-shelf, click-wrap or shrink-wrap software, (2) non-exclusive licenses of Intellectual Property Rights incidental to the sale or purchase of products or services in the ordinary course of business consistent with past practice) or (B) for the development (by itself or through a third party) of any Intellectual Property Rights material to the current products of the Company or the manufacturing thereof; (vii) any Contract to which the Company is a party that contains any continuing covenant by, or restriction on, the Company or any of its Subsidiaries to not compete or engage in any line of business or to not engage in its business in any geographic location, in each case other than such Contracts that may be canceled without liability to the Company or any of its Subsidiaries without notice; (viii) any Contract providing for (x) Government Grants from the OCS or any other Israeli Governmental Authority, which Government Grant is extended to support the Company’s research and development operations (i.e., Kitvei Ishur), or (y) material Government Grants from any other Governmental Authority; (ix) any Contract with any Stockholders directors, executive officers (as such term is defined in the Exchange Act) or any current officer or director five-percent stockholders of the Company or any of the Subsidiaries its Affiliates or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholdersimmediate family members; (iix) Contracts with any labor union Contract providing for material “earn-outs” or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition material contingent payments by the Company or any of its Subsidiaries other than those with respect to which there are no further obligations under such provisions; (xi) any Contract entered into after January 1, 2015, or has not yet been consummated, and involves the Subsidiaries acquisition or disposition, directly or indirectly (by merger or otherwise), of any operating a business (or the assets comprising all or part of a business) or capital stock or other equity interest of any other another Person; (vxii) Contracts relating any Contract involving a grant to the incurrence of Indebtedness, or the making any Person of any loans; (vi) Contracts for joint venturesright of first offer or right of first refusal to purchase, strategic alliances lease, sublease, use, possess or partnerships; (vii) Contracts containing covenants occupy any material assets, rights or properties of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basisCompany; and (xixiii) outstanding agreements of guaranty, surety or indemnification, direct or indirect, any Contract that would be required to be filed by the Company or any as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the SubsidiariesSecurities Act. (b) Neither Section 3.10(b) of the Company nor any Subsidiary has received any written notice Disclosure Letter contains a list of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under all Material Contracts (other than any Material ContractContract contemplated by clause (i) of the definition thereof) as of the date of this Agreement, except for and a true, accurate and complete copy of each such defaults that are no longer continuing or Material Contract has been provided to Parent prior to the date of this Agreement. (c) Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract is valid and binding on the Company and enforceable against the Company and its Subsidiaries party thereto, in accordance with its terms, except that such enforceability (x) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (y) is subject to general principles of equity, (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party thereto, is in breach of, or default under any such Material Contract and (iii) the Company has not received written notice of any actual or potential violation of, or failure to comply with, any term of any Material Contract.

Material Contracts. (a) Schedule 5.13(a) sets forth all Except as otherwise disclosed in Section 2.12 of the following Contracts Parent Disclosure Letter, neither the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) which is an employment agreement between the Company or a Company Subsidiary, on the one hand, and any of its officers, directors or employees, on the other hand, excluding any unwritten agreement that provides de minimis working condition benefits and is terminable unilaterally by the Company or the Company Subsidiaries without liability; (ii) which, upon the consummation of this Agreement and the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any material payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any material payment or benefits, from the Company or any of the Company Subsidiaries to any officer, director, consultant, agent or employee of any of the foregoing; (iii) which is a party material contract (as defined in Item 601(b)(10)(i) or by which it is bound (collectively, 601(b)(10)(ii) of Regulation S-K of the “Material Contracts”):Securities Act) to be performed on or after the date of this Agreement; (iiv) Contracts except for intercompany transactions among the Company and the Company Subsidiaries in the ordinary course of business consistent with past practice, relating to the borrowing of money (including any Stockholders guarantee thereof) or that is a mortgage, security agreement, capital lease or similar agreements, in each case in excess of $75,000 or that creates a Lien on any asset of the Company or any current officer Company Subsidiary; (v) relating to the sale of any of the assets or director properties of the Company or any of the Subsidiaries Company Subsidiaries, except inventory sold or any Affiliate (other than a Subsidiary) to be sold in the ordinary course of the Company’s or the Company or any of the StockholdersSubsidiaries’ business; (iivi) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Company Subsidiaries of any assets, operating business or the capital stock of any other Person; (v) Contracts relating to , except inventory purchased in the incurrence ordinary course of Indebtedness, the Company’s or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnershipsCompany Subsidiaries’ business; (vii) Contracts containing covenants which limits the ability of the Company or any Company Subsidiary to (x) compete in or conduct any line of business or compete with any Person or in any geographic area or distribution or sales channel, (y) sell, supply or distribute any service or product, or (z) offer or purchase the assets or equity securities of another Person, in each case, during any period of time; (viii) which is a joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more other Persons; (ix) which is a shareholder rights agreement or which otherwise provides for the issuance, registration or voting of any securities of the Company or any of the Subsidiaries not Company Subsidiaries; or (x) which requires a consent to compete in any line a change of business or with any person in any geographical area or covenants control of any other person not to compete with the Company or any of the Company Subsidiaries in any line or to an assignment of business the contract, arrangement, commitment or in any geographical area; (viii) Contracts under which understanding by the Company or any of to another Person, as the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basiscase may be; andor (xi) outstanding other than those agreements of guarantylisted in clauses (i) to (x) above, surety which provides for the annual aggregate payment or indemnification, direct or indirect, receipt by the Company or any of the SubsidiariesCompany Subsidiaries of amounts in excess of $75,000 individually within the next 12 months and is not terminable without premium or penalty on less than 30 days’ notice. Each contract, arrangement, commitment or understanding of the type described in this Section 2.12(a) is referred to herein as a “Company Material Contract” and is listed in Section 2.12 of the Parent Disclosure Letters. The Company has made available to PESI true, complete and correct copies of each Company Material Contract. (b) Neither the Each Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by Material Contract is valid and binding and in full force and effect and the Company and each of the Company Subsidiaries has performed all obligations required to be performed by them to date under any each Company Material Contract, the failure of which, individually or in the aggregate, have a Material Adverse Effect. Except as set forth on Section 2.12 of the Parent Disclosure Letter, and except for such defaults that are no longer continuing or would matters as have not had, and could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse EffectEffect (i) none of Parent, the Company or any of the Company Subsidiaries has received written notice of, and to Parent’s or the Company’s Knowledge, there does not exist, any breach of or violation or default under any of the terms, conditions or provisions of any Company Material Contract and (ii) neither Parent, the Company nor any of the Company Subsidiaries has received written notice of, and to Parent’s or the Company’s Knowledge there does not exist, the desire of the other party or parties to any such Company Material Contract to exercise any rights such party has to cancel, terminate or repudiate such Company Material Contract or exercise remedies thereunder. Each Company Material Contract is enforceable by the Company or a Company Subsidiary in accordance with its terms, except as such enforcement may be subject to or limited by (x) bankruptcy, insolvency, reorganization, moratorium or other Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) Except for the Company Credit Agreement and except as disclosed in Section 2.12 of the Parent Disclosure Letter, no agreement relating to any indebtedness for borrowed money of the Company or any of the Company Subsidiaries contains any restrictions (other than customary notice provisions) upon (i) the prepayment of any indebtedness of the Company or any of the Company Subsidiaries, (ii) the incurrence by the Company or any of the Company Subsidiaries of any indebtedness for borrowed money, or (iii) the ability of the Company or any of the Company Subsidiaries to grant any Lien on the properties or assets of the Company or any of the Company Subsidiaries. Under the terms of the Company Credit Agreement, the Company is permitted to prepay, upon 30 days prior written notice and without any form of prepayment penalty, all indebtedness outstanding thereunder and obtain a release of all Liens on the assets of the Company and the Company Subsidiaries which secure such indebtedness.

Material Contracts. (aSection 4.01(q) of the Company Disclosure Schedule 5.13(a) sets forth a true and complete list of all of Contracts (such Contracts, whether listed or required to be listed, collectively, the “Company Material Contracts”) that fall within the following Contracts categories: (i) any Contract that by its terms provides for aggregate minimum required payments by or minimum purchase requirements from the Company and/or its Subsidiaries in an amount in excess of $500,000 during any twelve (12) month period after the Agreement Date, except for any such Contract that may be canceled, without penalty or other Liability to which the Company or any of its Subsidiaries, upon notice of thirty (30) calendar days or less, and except for purchase orders for the Subsidiaries is a party or by which it is bound (collectively, sale of Products entered into in the “Material Contracts”):ordinary course of business consistent with past practice; (iii) Contracts with any Stockholders Contract that grants any right of first refusal or right of first offer or that limits or purports to limit the ability of the Company or any current Subsidiary of the Company to own, operate, sell, transfer or otherwise dispose of any material amount of assets or businesses; provided, however, this subsection (ii) shall not be deemed to refer to Contracts described under Section 4.01(q)(viii) below (and Section 4.01(q)(viii) does not refer to Contracts described by this subsection (ii)) (iii) any note, bond, debenture, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement, credit agreement, indenture or other Contract for the borrowing or lending of money (including loans to or from any officer or director of the Company or any of the its Subsidiaries or any Affiliate member of the immediate family of any such officer or director), agreement or arrangements for a line of credit or guarantee, pledge or undertaking of indebtedness of any other Person, (A) other than a Subsidiarylines of credit with respect to corporate credit cards and trade payables incurred in the ordinary course of business consistent with past practice and (B) of except to the Company or extent that any of the Stockholders; (ii) Contracts with any labor union foregoing does not exceed $50,000 individually, or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than $150,000 in the Ordinary Course aggregate (not including for purposes of Businessthis clause (B) any lines of credit excluded by clause (A) above); (iv) Contracts relating any Contract with respect to the acquisition by the Company co-promotion of, or any of the Subsidiaries co-development of any operating business product or the capital stock of any other Personproduct candidate; (v) Contracts relating to any joint venture, partnership or other similar agreement (however named) providing for or governing the incurrence of Indebtednessformation, creation, operation, management or the making control of any loanspartnership, joint venture or other similar arrangement; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts Contract under which the Company or any of its Subsidiaries expressly grants any license or similar rights under any Company Intellectual Property (except for any Contract granting non-exclusive license rights for the primary purpose of (A) material transfer, sponsored research or other similar matters entered into in the ordinary course of business consistent with past practice, (B) establishing confidentiality or non-disclosure obligations, (C) conducting clinical trials or clinical and/or pre-clinical research, or (D) manufacturing, labeling or distributing the Company’s or any of its Subsidiaries’ Products for clinical trials); (vii) any Contract under which the Company or any of its Subsidiaries has made advances is granted any license or loans similar rights under any Intellectual Property, excluding non-exclusive licenses with respect to software that is generally commercially available; (viii) any other PersonContract containing covenants or conditions that in any way purport to restrict or prohibit the business activity of the Company or any Subsidiary of the Company, or limit the freedom of the Company or any Subsidiary of the Company to engage in any line of business or to compete with any Person or to sell, supply or distribute any product or service, in each case, in any location, or to restrict or prohibit the Company or any Subsidiary of the Company from hiring any individual or group of individuals; provided, however, this subsection (viii) shall not be deemed to refer to (A) any Contract under which the Company or any of its Subsidiaries is granted any license or similar rights under any Intellectual Property, (B) any Contract to sell or supply products or to perform services, (C) any representative, sales agency or dealer Contract, (D) any distributor Contract, or (E) any Contract with recruiting agencies for permanent or temporary placements; (ix) Contracts providing for severance, retention, change in control any Contract with any officer or other similar paymentsdirector of the Company or any holder of 10% or more of the outstanding shares of Company Common Stock; (x) Contracts for any employment, consulting, retention, severance, change-of-control, non-competition, termination or indemnification Contract between the employment Company or any Subsidiary of the Company and any individual on a fullemployee earning non-timecontingent cash compensation in excess of $150,000 per year as of the Agreement Date, partother than any confidentiality agreement, non-time disclosure agreement or consulting or other basis; andtheir foreign equivalent; (xi) outstanding agreements any Contract with any labor union, works council or other representative of guarantyemployees, surety including collective bargaining agreements, arrangements with works councils and work rules and practices; (xii) any Contract to sell or indemnificationsupply products or to perform services, direct or indirect, involving in any one case more than $250,000 that is not terminable within 30 days without payment by the Company or any of its Subsidiaries, other than purchase orders entered into in the Subsidiaries.ordinary course of business consistent with past practice; (bxiii) Neither any current Contract with a sales representative, sales agency or dealer who earned more than $150,000 in commissions from the Company in 2010, exclusive of Contracts relating to the liability of any such representative, sales agency or dealer for Product inventory consigned to a specific customer account and any confidentiality agreements, non-disclosure agreements or their foreign equivalent; provided, however, this subsection (xiii) shall not be deemed to refer to Contracts with distributors of the Company’s products; (xiv) any current Contract with a distributor (which shall not be deemed to refer to sales representatives, sale agents or dealers) involving in any one case more than $250,000 in sales of the Company’s products in 2010; (xv) any lease with respect to personal property under which the Company or any Subsidiary of the Company is either lessor or lessee, involving in any one case more than $250,000 per year; (xvi) any lease with respect to real property under which the Company or any Subsidiary of the Company is either lessor or lessee, involving in any one case more than $150,000 per year; (xvii) any Contract for any capital expenditure, involving in any one case more than $250,000; (xviii) any Contract under which the Company has granted any Person registration rights (including demand and piggy-back registration rights), other than Contracts relating to shares of capital stock with respect to the stock certificates evidencing which, as of the Agreement Date, the applicable restrictive legend may be removed consistent with Rule 144 under the Securities Act; (xix) any “single source” supply Contract pursuant to which goods or materials that are material to the Company’s business are supplied from an exclusive source; (xx) any Contract (including binding letters of intent) regarding the acquisition of a Person or business, whether in the form of an asset purchase, merger, consolidation or otherwise (including any such Contract that has closed but under which one or more of the parties has executory indemnification, earn-out or other Liabilities); (xxi) any Contract with any Governmental Entity, other than purchase orders for the sale of Products entered into in the ordinary course of business consistent with past practice; (xxii) any Contract that by its terms limits the payment of dividends or other distributions by the Company or any of its Subsidiaries; (xxiii) any Contract with any non-employee physician, other than any Contract relating to the tender of stock options in 2007 or 2008 and any confidentiality agreement, non-disclosure agreement or their foreign equivalent; or (xxiv) any amendments, supplements, modifications or renewals in respect of any of the foregoing. True and complete copies of all the Company Material Contracts and all amendments or waivers (other than immaterial waivers and waivers which did not permanently waive any rights or obligations under any such Contracts) thereunder have been made available to Parent. Each of the Company Material Contracts is a valid and binding obligation of the Company, enforceable against the Company or its Subsidiaries, and to the Company’s Knowledge, the other party or parties thereto, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law). Except as set forth in Section 4.01(q)(xxv) of the Company Disclosure Schedule, no event has occurred with respect to the Company or any of its Subsidiaries, and neither the Company nor any Subsidiary of its Subsidiaries, nor to the Company’s Knowledge any other party to a Company Material Contract, has received materially violated any written notice of provision of, or taken or failed to take any default action, which in any such case, with or event that with without notice or lapse of time, time or both, would constitute a default by material breach, violation or default, or give rise to a right of termination, modification, cancellation, foreclosure, imposition of a Lien (other than a Permitted Lien), prepayment or acceleration under any of the Company Material Contracts, and neither the Company nor any of its Subsidiaries under has received written notice that it has breached, violated or defaulted any Company Material Contract. Except as set forth in Section 4.01(q)(xxv) of the Company Disclosure Schedule, to the Company’s Knowledge, neither the Company nor any of its Subsidiaries has received any written notice from any other party to any Company Material Contract, except for and otherwise has no Knowledge, that any such defaults that are no longer continuing party intends to terminate, or would not reasonably be expected to have a renew, any such Company Material Adverse EffectContract.

Material Contracts. (a) Except as specifically set forth in Section 4.16(a) of the Company Disclosure Schedule, and except as has not had and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Company's knowledge, no other party is) in breach of or default under any Contract, (ii) neither the Company nor any of its Subsidiaries has received any written notice or claim of default under any Contract or any written notice of an intention to, and to the knowledge of the Company, no other party to any Contract intends to terminate, not renew or challenge the validity or enforceability of any Contract (including as a result of the execution and performance of this Agreement), (iii) to the Company's knowledge, no event has occurred that, with or without notice or lapse of time or both, would result in a breach or a default under any Contract, (iv) each of the Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Company's knowledge, of the other parties thereto, and (v) the Company and its Subsidiaries have performed all respective material obligations required to be performed by them to date under the Contracts and are not (with or without the lapse of time or the giving of notice, or both) in material breach thereunder. (b) Section 4.16(b) of the Company Disclosure Schedule 5.13(a) sets forth all of lists the following Contracts to which the Company or any of the its Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”): (i) Contracts with any Stockholders or any current officer or director of the Company or any of the its Subsidiaries or any Affiliate (of their respective properties or assets are bound or affected as of the date hereof, complete and correct copies of which Contracts have previously been made available to Parent, other than a Subsidiarysuch Contracts that the Company has previously filed with the SEC: (i) any Contract that purports to limit in any material respect the right of the Company or any of the Stockholders; its Subsidiaries (iiA) Contracts with any labor union to engage or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or market, or to sell, supply or distribute any service or product or (B) to compete with any person or operate in any geographical area location; (ii) any Contract that (A) contains most favored customer pricing provisions or covenants (B) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any person; (iii) any Contract for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets (other than inventory or capital expenditures in the ordinary course of business) or capital stock or other equity interests of another person not to compete for aggregate consideration in excess of $1,000,000; (iv) other than Employment Agreements, any Contract with Affiliates of the Company or any of the Subsidiaries in any line of business or in any geographical areaits Subsidiaries; (viiiv) Contracts all agreements under which the Company or any Subsidiary has advanced or loaned any funds in excess of the Subsidiaries has made advances or loans to any other Person$1,000,000 individually; (ixvi) Contracts providing for severance, retention, change any Contract with the customers or suppliers listed in control or other similar payments; (x) Contracts for the employment Section 4.20 of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the SubsidiariesDisclosure Schedule. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Section 4.18 of the Company Disclosure Schedule 5.13(a) sets forth all of lists the following Contracts to which the Company or any of the Subsidiaries Company Subsidiary is a party or by which it is bound as of the date hereof (collectively, the “Company Material Contracts”): (i) all Contracts that purport to limit, curtail or restrict the right of the Company or any Company Subsidiary in any material respect (A) to engage or compete in any line of business in any geographic area, with any Person or during any period of time, or (B) to solicit or hire any Person; (ii) any Contract that grants any Person other than the Company or any Company Subsidiary any (A) exclusive license, supply, distribution or other rights, (B) material “most favored nation” rights, (C) material rights of first refusal, rights of first negotiation or similar rights, (D) exclusive rights to purchase any Company products, including products produced through foundry services, (E) material guaranteed availability of supply or services for a period greater than twelve (12) months, (F) guarantee as to foundry capacity or priority, (G) material rebates or (H) price guarantees for a period greater than twelve (12) months; (iii) any Contract relating to the disposition or acquisition by the Company or any Company Subsidiary of any business (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) (A) entered into on or after January 1, 2006 (whether or not such acquisition or disposition has been consummated prior to the date of this Agreement), or (B) that contains ongoing non-competition or material indemnification obligations or other material ongoing obligations; (iv) listing separately, except for such Contracts that have expired or been terminated and have no ongoing obligations (other than confidentiality obligations or indemnity obligations), all (A) In-Bound Patent Licenses, the primary purpose of which is to license one or more Patents, (B) Out-Bound Patent Licenses that license, or agree to license, a substantial portion of issued Company Patents or the primary purpose of which is to license one or more Patents, (C) Cross-licenses that license, or agree to license, a substantial portion of issued Company Patents or the primary purpose of which is to license one or more Patents and (D) other Patent Licenses, excluding Software license agreements executed in the normal course of business, that require a royalty payment to, or royalty payment by, the Company or any of the Company Subsidiaries; (v) any Contract with respect to product or Intellectual Property development that is material to the Company and the Company Subsidiaries, taken as a whole; (vi) any Technology transfer or license agreement related to a (A) manufacturing process or (B) related to product design that, in the case of clause (B), affects a material portion of the Company’s product portfolio; (vii) any Contract with respect to product design services, foundry services, product assembly (packaging) and/or test, or material contract manufacturing services that affects a material portion of the Company’s product portfolio; (viii) any Contract with any Governmental Authority or any Contract incorporating government acquisition terms (e.g., in the U.S., the Federal Acquisition Regulation (FAR) or the Defense Federal Acquisition Regulation Supplement (DFARS)) involving payments of more than Two Million Dollars ($2,000,000) in any twelve (12) month period or requiring delivery of cost and pricing data; (ix) any Contract that reasonably contemplates payments by or to the Company or any of the Company Subsidiaries of more than Ten Million Dollars ($10,000,000) in any twelve (12) month period; (x) any customer Contract (other than standard purchase orders) that reasonably contemplates payment to the Company or any of the Company Subsidiaries of more than Five Million Dollars ($5,000,000) in any twelve (12) month period; (xi) any Contracts with distributors or sales representatives or that otherwise entitle a third party to a commission; (xii) any Stockholders mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts, in each case, relating to indebtedness for borrowed money of Five Million Dollars ($5,000,000) or greater, whether as borrower or lender, and whether secured or unsecured; (xiii) any Contract with a notional value of Fifteen Million Dollars ($15,000,000) or greater that involves or relates to any exchange traded, over-the-counter or other hedging (including currency hedging), swap, cap, floor, collar, futures, forward, option or other derivative financial trading activities; (xiv) any Contract providing for indemnification or any guaranty by the Company or any Company Subsidiary that (i) has not been made in the ordinary course of business or (ii) is material to the Company and any Company Subsidiaries, taken as a whole (in each case with respect to which the Company or any Company Subsidiary has continuing obligations as of the date hereof); (xv) leases or subleases under which the Company or the Company Subsidiaries (A) lease or occupy Leased Real Property for manufacturing purposes or in excess of one hundred thousand (100,000) gross square feet and (B) leases, subleases or licenses of any property to a third party for manufacturing purposes or in excess of one hundred thousand (100,000) gross square feet; (xvi) any Contract establishing a partnership, joint venture or similar third party business enterprise in which the Company or any Company Subsidiaries has (A) an equity interest or the right to acquire an equity interest or (B) a capital commitment or other obligation under such Contract; (xvii) (A) any Employee Change-of-Control Agreement or (B) any employment, independent contractor or consulting Contract (in each case with respect to which any party thereto has continuing obligations as of the date hereof) with any current or former (1) executive officer or director of the Company or any of the Subsidiaries Company Subsidiaries, (2) member of the Company Board, or any Affiliate (other than 3) employee, independent contractor who is a Subsidiary) natural person or consultant of the Company or any of the StockholdersCompany Subsidiaries, in each case providing for an annual base compensation in excess of Two Hundred Fifty Thousand Dollars ($250,000); (iixviii) collective bargaining agreements or other Contracts with any labor union union; (xix) any other Contract under which the consequences of a default or association representing any employee breach or the early termination of which would reasonably be expected to have a Company Material Adverse Effect; and (xx) all other Contracts required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K promulgated under the Securities Act or disclosed by the Company on a Current Report on Form 8-K, whether or not so filed or disclosed. (i) Each Company Material Contract is valid and binding on the Company and is in full force and effect (other than due to the ordinary expiration of the term thereof), and, to the Knowledge of the Company, is valid and binding on the other parties thereto (in each case subject to the Bankruptcy and Equity Exception) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it under each Company Material Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default on the part of the Company or any Company Subsidiary under any such Company Material Contract, except such breaches that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries Company, no other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans party to any other Person; (ix) Contracts providing for severanceCompany Material Contract is in material breach or default thereunder, retention, change in control nor does any condition exist that with notice or other similar payments; (x) Contracts for the employment lapse of any individual on a full-time, part-time or consulting both would constitute a material breach or default by any such other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiaries. (b) party thereunder. Neither the Company nor any Company Subsidiary has received any written notice of termination or cancellation under any Company Material Contract, received any written or, to the Knowledge of the Company, oral notice of material breach or default or event under any Company Material Contract that with notice or lapse of timehas not been cured, or bothgranted to any third party any rights, adverse or otherwise, that would constitute a default by material breach of any Company Material Contract. Neither the Company nor any Company Subsidiary is party to any Contract pursuant to which the terms and conditions thereof or any information or data contained therein are deemed classified pursuant to the Subsidiaries under rules and regulations of any Governmental Authority. The Company has furnished or made available to Parent true, correct and complete copies of all Company Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse EffectContracts in effect as of the date hereof.

Material Contracts. (a) Schedule 5.13(a) sets forth all Except for this Agreement and except for Contracts disclosed in the Data Room or filed as exhibits to the Company SEC Reports filed with the SEC prior to the date of this Agreement, as of the following Contracts date hereof, none of the Company or its Subsidiaries is a party to which 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) any Contract involving the payment or receipt of amounts by the Company or any of its Subsidiaries, or relating to material Indebtedness; (iii) 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 or any of its Subsidiaries is a party with any third party; (iv) any Contract that limits, or by which it is bound (collectivelypurports to limit, the “Material Contracts”): (i) Contracts with any Stockholders or any current officer or director ability of the Company or any of the its Subsidiaries or any Affiliate 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; (v) any material Contract entered into after December 31, 2010, for the acquisition or disposition, directly or indirectly (including by merger, consolidation, combination or 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 Company and its Subsidiaries, taken as a Subsidiarywhole; (vi) any Contract between or among the Company or any of its Subsidiaries, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves 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 Stockholdersoutstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act; (iiviii) each Contract (other than Contracts with any labor union granting Company Options) giving the other party the right to terminate such Contract as a result of this Agreement or association representing any employee the consummation of the Company or Merger where (A) such Contract requires any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of payment in an amount which is material to the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating and its Subsidiaries, taken as a whole, to the acquisition be made by the Company or any of its Subsidiaries or (B) the Subsidiaries value of any operating business or the capital stock of any other Person; (v) Contracts relating outstanding receivables due to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of Company and its Subsidiaries under such Contract is in an amount which is material to the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person;and its Subsidiaries, taken as a whole; and (ix) Contracts providing for severanceany other contracts and agreements, retentionwhether or not made in the ordinary course of business, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by which are material to the Company and its Subsidiaries, taken as a whole, or any the conduct of their respective businesses, or the Subsidiariesabsence 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) Neither As of the date hereof, except as would not have a Company Material Adverse Effect, (i) each Material Contract is a legal, valid and binding obligation of the Company or its Subsidiaries party thereto and, to the Company’s Knowledge, the other parties thereto, (ii) neither the Company nor any Subsidiary of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in breach or violation of, or default under, any Material Contract and no event has received occurred or not occurred through the Company’s or any written notice of its Subsidiaries’ action or inaction or, to the Company’s Knowledge, the action or inaction of any default or event third party, that with notice or lapse of time, time or both, both would constitute a breach or violation of, or default by under, any Material Contract and (iii) to the Company’s Knowledge, the Company and the its Subsidiaries have not received any written claim or notice of default, termination or cancellation under any such Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Section ‎4.17(a) of the Company Disclosure Schedule 5.13(a) sets forth all a list as of the date of this Agreement of each of the following Contracts (other than Company Employee Plans and such Contracts solely among the Company and any of its wholly owned Subsidiaries) to which the Company or any of its Subsidiaries is a party or by which it is bound (each such Contract listed or required to be so listed, and each of the following Contracts to which the Company or any of the its Subsidiaries is becomes a party or by which it is becomes bound (collectivelyafter the date of this Agreement, the a “Company Material ContractsContract”): (i) any Contract to which any of the top ten (10) customers or top ten (10) vendors of the Company (determined on the basis of the consolidated revenue or consolidated expenses, as applicable, of the Company and its Subsidiaries, taken as a whole, for the fiscal year ended December 31, 2024) is a party (excluding any immaterial non-disclosure agreements that are ancillary to Contracts with pursuant to which payments are made to the Company or its Subsidiaries); (ii) any Stockholders Contract that (A) limits or purports to limit, in any current officer or director material respect, the freedom of the Company or any of the its Subsidiaries to engage or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any person Person or in any geographical area or covenants that would so limit or purport to limit, in any material respect, the freedom of any other person not to compete with Parent, the Company or any of their respective Affiliates after the Effective Time, (B) contains any material exclusivity or material “most favored nation” obligations, material rights of first refusal, material rights of first offer, material put or call rights or other restrictions or similar provisions that are binding on the Company or any of its Subsidiaries (or, after the Effective Time, that would be binding on Parent or any of its Affiliates) or (C) otherwise limits or restricts, in any line material respect, the Company or any of business its Subsidiaries (or, after the Effective Time, Parent or in any geographical areaof its Affiliates) from hiring or soliciting any Person for employment; (viiiiii) Contracts under (A) any standard form Contract pursuant to which the Company or any of its Subsidiaries provides the Subsidiaries has made advances Company Product or loans other Product to any client and (B) any material Contract (or group of Contracts that, in the aggregate, are material) pursuant to which the Company or any of its Subsidiaries provides the Company Product or other PersonProduct to any client that is not on any such standard form or includes any material deviations from any such standard form; (ixiv) Contracts providing any Contract reasonably expected to result in payments made or received by the Company and its Subsidiaries in excess of $1,500,000 in any year that provides for severanceany referral arrangement, retentioncommission sharing arrangement or co-marketing arrangement, change in control or other similar paymentsincluding any finder’s agreement; (xv) Contracts any material Contract for which the employment execution, delivery and performance by the Company of this Agreement or the consummation of any individual on of the Transactions would (A) require any consent or other action (including notice by the Company) thereunder, (B) constitute a full-timedefault, part-or an event that, with or without notice or lapse of time or consulting both, would constitute a default, thereunder, (C) cause or permit the termination, cancellation, acceleration or other basis; and change of any material right or obligation (xiincluding triggering of a price adjustment, right of renegotiation or other remedy) outstanding agreements or the loss of guaranty, surety any material benefit to which the Company or indemnification, direct any of its Subsidiaries is entitled thereunder or indirect, (D) require any material payment by the Company or any of the Subsidiaries.its Subsidiaries thereunder; (bvi) Neither promissory notes, loan agreements, indentures, evidences of indebtedness or other instruments providing for or relating to the Company nor lending of money, (A) if as borrower or guarantor, in excess of $1,500,000, and (B) if as lender, in excess of $1,500,000; (vii) any Subsidiary has received material joint venture, profit-sharing, partnership, stockholders, investors rights, registration rights or similar Contract; (viii) any written notice Contracts or series of related Contracts entered into within the last three (3) years relating to the acquisition or disposition of the business, assets or securities of any default Person or event that any business for a price in excess of $1,500,000 (in each case, whether by merger, sale of stock, sale of assets or otherwise); (ix) any Contracts or other transactions with notice any (A) executive officer or lapse director of timethe Company, (B) record or, to the knowledge of the Company, beneficial owner of five percent (5%) or more of the voting securities of the Company, or both(C) affiliates or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Securities Exchange Act) of any such executive officer, would constitute director or beneficial owner (each of the foregoing, a default “Related Party” and each such Contract, a “Related Party Contract”); and (x) any other Contract required to be filed by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected pursuant to have a Material Adverse Effect.Item 601(b)(10) of Regulation S-K.

Material Contracts. (a) Schedule 5.13(a) sets forth all of the following Contracts to which the Company or any of the Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”): (i) Contracts with any Stockholders or any current officer or director of the Company or any of the Subsidiaries or any Affiliate (other than a SubsidiarySection 5.21(a) of the Company Disclosure Schedule lists all Material Contracts (as hereinafter defined) of the Company and the Company Subsidiaries, and except as set forth in Section 5.21(a) of the Company Disclosure Schedule, each Material Contract is valid and binding on the Company or such Company Subsidiary and is 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 Stockholders; (ii) Contracts with any labor union Material Contracts, and no such violations or association representing any employee defaults will be triggered by the execution, delivery and performance of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition this Agreement by the Company or any the consummation of the Transactions. For purposes of this Agreement, "Material Contracts" shall mean (i) all contracts, agreements or understandings of a party and the Subsidiaries of such party involving any operating business payments in an amount, individually or in the aggregate, 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 capital stock localities in which, all or any material portion of the business of a party or any other Person; 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) Contracts relating all voting or other agreements to the incurrence which a party is a party governing how any shares of Indebtednesssuch party's Common Stock shall be voted, or the making of any loans; (vi) Contracts all agreements which provide for, or relate to, the incurrence by a party or any Subsidiary of such party of indebtedness for joint venturesborrowed money (including any interest rate or foreign currency swap, strategic alliances cap, collar, hedge or partnerships; 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) Contracts containing covenants all contracts or other agreements which would prohibit or materially delay the consummation of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; Transactions, (viii) Contracts under all joint venture agreements to which the Company a party or any Subsidiary of the Subsidiaries has made advances or loans to any other Person; such party is a party, (ix) Contracts providing for severance, retention, change in control all agreements or other similar payments; arrangements related to the licensing of assets by or to a party or any Subsidiary of such party, (x) Contracts for the employment all material agreements of indemnification or any individual on a full-timeguaranty, part-time or consulting or other basis; and (xi) outstanding any contracts or agreements which may not be canceled without penalty upon notice of guarantyninety (90) days or less, surety or indemnificationany 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, direct in whole or indirectin part, by the Company 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) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any party's product, service or technology or any agreement, contract or 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) any material settlement agreement entered into within five (5) years prior to the date of this Agreement; and (xii) all other agreements within the meaning set forth in Item 601(b)(10) of Regulation S-K. The Company has made available to Parent and MergerCo true and correct copies of the SubsidiariesMaterial Contracts. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(aExcept as set forth in Section 3.14(a) sets of such Party’s Disclosure Memorandum, neither such Party nor any of its Subsidiaries is a party to or bound by, as of the date hereof, any of the following (each contract, arrangement, commitment or understanding of the type described in this Section 3.14, whether written or oral and whether or not set forth in such Party’s Disclosure Memorandum is referred to as a “Material Contract”): (i) any material contract or agreement entered into since January 1, 2016 (and any contract or agreement entered into at any time to the extent that material obligations remain as of the date hereof), other than in the ordinary course of business consistent with past practice, for the acquisition of the securities of or any material portion of the assets of any other Person or entity; (ii) any trust indenture, mortgage, promissory note, loan agreement or other contract, agreement or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each case, in excess of $100,000 and where such Party or any of its Subsidiaries is a borrower or guarantor, in each case, other than those entered into in the ordinary course of business; (iii) any contract or agreement limiting in any material respect the freedom of such Party or any of its Subsidiaries to engage in any line of business or to compete with any other Person, or prohibiting in any material respect such Party or any of its Subsidiaries from soliciting customers, clients or employees, in each case whether in any specified geographic region or business or generally; (iv) any contract or agreement limiting in any material respect the freedom of a current or former employee or service provider of such Party or any of its Subsidiaries to engage in any line of business or to compete with such Party or any of its Subsidiaries, or prohibiting in any material respect such current or former employee or service provider from soliciting customers, clients or employees, in each case whether in any specified geographic region or business or generally; (v) any material contract or agreement with any Affiliate of such Party or its Subsidiaries, in each case other than (A) contracts solely between or among such Party, any other Party, or any of their respective Subsidiaries or (B) in connection with customer or banking relationships in the ordinary course of business; (vi) any material agreement of guarantee, support or indemnification by such Party or its Subsidiaries, any material assumption or endorsement by such Party or its Subsidiaries of, or any similar material commitment by such Party or its Subsidiaries with respect to, in each case, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, in each case other than those entered into in the ordinary course of business; (vii) any material joint venture, shareholders’, partnership or similar agreement involving a sharing of profits or losses relating to such Party or its Subsidiaries; (viii) any employment, director, change in control or retention agreement, SERP, or other compensation agreement with any employee, director or officer of such Party or any of its Subsidiaries and any such agreement proposed to be entered into in connection with the Transaction (and no payments will be made to any employee, director or officer of such Party or any of its Subsidiaries in connection with the Transaction except as specified and quantified in Section 3.14(a)(viii) of such Party’s Disclosure Memorandum); (ix) any broker, distributor, dealer, agency, sales promotion, customer or client referral, underwriter, administrative services, market research, market consulting or advertising agreement providing for annual payments by such Party or its Subsidiaries of more than $100,000; (x) any material agreement, option or commitment with, or held by, any third party granting such third party the right to acquire, use or have access to any material assets or properties, or any material interest therein, of such Party or its Subsidiaries; (xi) any material contract or agreement that contains any (w) exclusive dealing obligation, (x) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (y) “most favored nation” or similar provision or (z) provision that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of such Party or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (xii) any contract under which such Party or any of its Subsidiaries will have an obligation with respect to an “earn-out,” contingent purchase price or similar contingent payment obligation after the date hereof; (xiii) any lease or other contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments for the lease year are in excess of $50,000; (xiv) any contract or agreement for the use or purchase of materials, supplies, goods, services, equipment or other assets providing for aggregate payments by such Party or any of its Subsidiaries of $100,000; and (xv) any contract not listed above that is material to the financial condition, results of operations or business of such Party and its Subsidiaries taken as a whole. (b) Except as set forth in Section 3.14(b) of such Party’s Disclosure Memorandum, such Party and its Subsidiaries have performed in all material respects all of the following Contracts obligations required to be performed by them as of the date hereof under, and have not received any written notice of a default in respect of, each such Material Contract to which the Company or any of the such Party or its Subsidiaries is a party or by which it any of such Party or its Subsidiaries is bound (collectivelybound, except as would not, individually or in the “aggregate, have a Material Contracts”): (i) Adverse Effect on such Party. Each of such Material Contracts with any Stockholders is valid and binding on such Party, or any current officer the applicable Subsidiary and in full force and effect and there exists no default or director event of the Company default by such Party or any of its Subsidiaries or, to the Subsidiaries Knowledge of such Party, by any other party thereto or any Affiliate (event, occurrence, condition or act, with respect to such Party or its Subsidiaries or, to the Knowledge of such Party, with respect to any other than a Subsidiary) contracting party, which, with the giving of notice, the lapse of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business time or the capital stock happening of any other Person; (v) Contracts relating to the incurrence of Indebtednessevent or condition, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on would become a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiaries. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any such Material Contract, except for such defaults that are no longer continuing in each case, as would not, individually or would not in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on such Party. True, correct and complete copies in all material respects of all such Material Contracts have been furnished or made available to the other Parties.

Material Contracts. (a) Schedule 5.13(a) sets forth all As of the following Contracts to which date hereof, neither the Company or nor any of the Subsidiaries Subsidiary is a party to or bound by which it is bound (collectively, such contracts being the “Material Contracts”): (i) Contracts any partnership, joint venture or other similar agreement or arrangement; (ii) any agreement entered into on or after January 1, 2007 relating to the acquisition or disposition of any material business (whether by merger, consolidation, acquisition or sale of stock or assets or otherwise); (iii) any agreement for the purchase or sale of services (including service agreements, statements of work and similar agreements), materials, supplies, goods, equipment or other tangible or intangible assets or group of such agreements with any Stockholders particular Third Party providing for, or that would reasonably be expected to result in, either (A) annual payments by or to the Company and its Subsidiaries of $100,000 or more or (B) aggregate payments by or to the Company and its Subsidiaries of $500,000 or more; (iv) any current officer agreement relating to indebtedness for borrowed money or director the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) with an aggregate committed or outstanding principal amount exceeding $100,000; (v) any agreement containing any provision or covenant limiting the ability of the Company or any of its Subsidiaries (or, after the Subsidiaries or any Affiliate (other than a Subsidiary) consummation of the Company Merger, Parent, the Surviving Corporation or any of the Stockholders; their respective Subsidiaries) to (iiA) Contracts with sell any labor union services or association representing any employee products of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; Person or in any geographic region, (vB) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete engage in any line of business or (C) compete with or to obtain services or products from any person in any geographical area Person or covenants limiting the ability of any other person not Person to compete with provide services or products to the Company or any of its Subsidiaries (or, after the Subsidiaries in consummation of the Merger, Parent, the Surviving Corporation or any line of business or in any geographical areatheir respective Subsidiaries); (viiivi) Contracts under any agreement containing any provision or covenant that binds or purports to bind “Affiliates” of the Company or any Subsidiary of the Company or that would otherwise bind or purport to bind Parent or any of its Subsidiaries (other than the Company or any of its Subsidiaries) after the Closing; or (vii) any agreement providing for annual payments of $100,000 or more or aggregate payments of $500,000 or more containing any provision pursuant to which the execution, delivery and performance of this Agreement, or the consummation of the transactions contemplated hereby, would require any consent or other action by any Person thereunder, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, thereunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of the its Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiariesis entitled thereunder. (b) Neither Except for breaches, violations or defaults which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Material Contract is valid and in full force and effect and (ii) neither the Company nor any Subsidiary of its Subsidiaries, nor to the Company’s knowledge any other party to any Material Contract, has received violated any written notice of provision of, or taken any default action which, with or event that with notice or without notice, lapse of time, or both, would constitute a default by under the provisions of such Material Contract, and neither the Company and nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under, or providing for the Subsidiaries under termination of, any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(a) Section 4.15 of the Company Disclosure Schedules sets forth all a true, correct and complete list, as of the date of this Agreement, of the following Contracts to (but not including any Lease Agreements or Company Employee Plans) by which any of the Company or any of the Company Subsidiaries is bound and under which the Company or any of the Company Subsidiaries is a party has ongoing executory obligations or by which it is bound the ability to enforce rights thereunder (collectively, the “Material Contracts”): (i) Contracts with any Stockholders each 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; (ii) each Contract to which the Company or any current officer or director of the Company Subsidiaries is a party that restricts the ability of the Company or any of the Company Subsidiaries to compete in any business or with any Affiliate Person in any geographical area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole; (iii) each credit agreement, note, debenture, bond, indenture and other than a Subsidiary) similar Contract pursuant to which any Indebtedness of the Company or any of the Stockholders; (ii) Contracts with Company Subsidiaries, in each case in excess of $250,000 is outstanding or may be incurred, other than any labor union such Contract between or association representing among any employee of the Company or any of the Company Subsidiaries; (iiiiv) Contracts for the sale of any of the assets of each Contract to which the Company or any of the Company Subsidiaries is a party with an ISO, sales representative, sales agent, referral partner, sub-agent or any other than Person pursuant to which the Company or any of its Subsidiaries generated $250,000 or more in the Ordinary Course of Businesstwelve (12) month period ended December 31, 2017; (ivv) each Contract to which the Company or any of the Company Subsidiaries is a party that is expected to result in aggregate payments in excess of $250,000 by the Company or any of its Subsidiaries in the twelve (12) month period ending December 31, 2018, except for (1) Lease Agreements or (2) Contracts relating to the acquisitions and dispositions of properties and assets in the ordinary course of business; (vi) each Contract entered into within two (2) years of the date of this Agreement, to which the Company or any of the Company Subsidiaries is a party for the acquisition or disposition by the Company or any of the Company Subsidiaries of any operating business properties or assets for, in each case, aggregate consideration of more than $250,000 except for acquisitions and dispositions of properties and assets in the capital stock ordinary course of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnershipsbusiness; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; each Contract (viii1) Contracts under which the Company or any of the Company Subsidiaries has made advances or loans licenses any Licensed Company IP Rights (other than licenses for commercially-available software) that by its terms calls for fees related to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment use of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, Licensed Company IP Rights by the Company or any of the SubsidiariesCompany Subsidiaries of more than $250,000 over the remaining term of such Contract (assuming, where applicable, that the sales or user levels remain at the same levels as fiscal year 2017), or (2) under which the Company or any of the Company Subsidiaries has licensed any Company Owned IP to Third Parties (i) under an exclusive license or (ii) that by its terms calls for aggregate royalty payments related to the use of Company Owned IP payable to the Company or any of the Company Subsidiaries of more than $250,000 over the remaining term of such Contract (assuming, where applicable, that the sales or user levels remain at the same levels as fiscal year 2017); (viii) each Contract under which the Company or any Company Subsidiary has granted any Person registration rights (including demand and piggy-back registration rights); (ix) each Contract relating to the Warrants; (x) each Contract relating to the acquisition or disposition of any Person, business or operations or assets constituting a business (whether by merger, sale of stock, sale of assets, consolidation or otherwise) entered into since December 31, 2015 (including any such Contract under which contemplated transactions were consummated but under which one or more of the parties thereto has executory indemnification, earn-out or other liabilities); (xi) each Contract which provides for a loan or advance of any amount to any employee of the Company or any temporary agency employee or individual consultant of the Company or any Company Subsidiary, other than the advancement of travel and other business expenses in the ordinary course of business; (xii) each Contract (other than pursuant to Organizational Documents) providing for indemnification by the Company or any Company Subsidiary of any officer, director or employee of the Company; (xiii) each Contract or arrangement that involves any officer or director or, to the Company’s Knowledge, equityholder of the Company, or any Affiliate, spouse or sibling of such Persons; (xiv) each Contract with any Card Network or with Principal Members of the Card Networks, in each case enabling the Company or a Company Subsidiary to participate in a Card Network; or (xv) each Contract to which the Company or any of the Company Subsidiaries is a party constituting a joint venture, partnership, limited liability or other similar agreement (excluding licensing Contracts) relating to the formation, creation, operation, management or control of any partnership or joint venture. (b) Neither The Company has Made Available to Parent true, correct and complete copies of each Material Contract. Each Material Contract is, as of the date hereof, in full force and effect and a valid and binding agreement enforceable against the Company or any of the Company Subsidiaries party thereto and, to the Company’s Knowledge, each other party thereto, 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 and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, none of the Company nor any Subsidiary of the Company Subsidiaries party to, nor, to the Company’s Knowledge, any other party to, any Material Contract is in breach of or default under, or has provided or received any written notice of any default intention to terminate or event that with notice or lapse of timeseek renegotiation of, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, no event or circumstance has occurred that, with or without notice or lapse of time or both, would (i) constitute a material breach of or material event of default by the Company, (ii) result in a right of termination for the counterparty or (iii) cause or permit the acceleration of, or other material changes to, any material right of the counterparty or obligation of the Company, in each case, under any Material Contract, except, in the case of each of clauses (i), (ii) and (iii), as has not had a Company Material Adverse Effect.

Material Contracts. (a) Other than for Contracts entered into after the date hereof and prior to the Closing (which if material will be identified to the Purchaser in writing prior to the Closing), and contracts listed in other Schedules hereto, except as set forth in Schedule 5.13(a) sets forth all of 3.07(a), the following Contracts to which the Company or any of the Subsidiaries Target is not a party or by which to, nor is it is bound (collectively, the “Material Contracts”):by: (i) Any Contracts with any Stockholders current or former officer, director, employee, consultant or stockholder or any current officer or director of the Company partnership, corporation, joint venture or any of the Subsidiaries or other entity in which any Affiliate (other than a Subsidiary) of the Company or any of the Stockholderssuch Person has an interest; (ii) Contracts Any agreements with any labor union or association representing any employee of the Company or any of the Subsidiariesemployee; (iii) Any Contracts or other agreements for the provision of products or services by the Target involving annual payments to the Target in excess of $100,000; (iv) Any Contracts or other agreements for the provision of products or services to the Target involving annual payments by the Target in excess of $100,000; (v) Any Contracts or other agreements for the sale of any of the Target’s assets or properties having an aggregate value exceeding $100,000 or for the grant to any Person of the Company or any preferential rights to purchase any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company Target’s assets or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loansproperties; (vi) Contracts for Any joint venturesventure agreements relating to the assets, strategic alliances properties or partnershipsbusiness of the Target; (vii) Any Contracts or other agreements containing covenants not to compete, non-solicitation clauses or other restrictive covenants which limit the freedom of the Company or any of the Subsidiaries not Target to compete engage in any line of business or to contract with or to solicit or hire any 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 Person in any geographical area; (viii) Contracts under which Any mortgages, indentures, guarantees, bonds, loans or credit agreements, security agreements or other agreements or instruments relating to the Company borrowing of money or any the extension of the Subsidiaries has made advances or loans to any other Person;credit; or (ix) Contracts providing for severance, retention, change in control Any other material Contract or other similar payments; material agreement whether or not made in the ordinary course of business (x) Contracts for collectively, the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiaries“Listed Material Contracts”). (b) Neither Each of the Company nor any Subsidiary has received any written notice Material Contracts listed on Schedule 3.07(a) hereto and each of the material Contracts set forth on the other Schedules hereto (collectively, the “Material Contracts”) is in full force and effect, the Target is not in material breach of any of the provisions of any such contract, nor, to the Seller’s Knowledge, is any other party to any such contract in default thereunder, nor does any event or event that condition exist which with notice or lapse the passage of time, time or both, both would constitute a default by thereunder. The consummation of the Company and the Subsidiaries under transactions contemplated herein will not cause a breach, termination, modification or acceleration of any Material Contract. (c) Except as set forth on Schedule 3.07(c), except the Target has no Loss Contracts and has no outstanding bids for such defaults potential customer Contracts that are no longer continuing or would not could reasonably be expected to have result in a Material Adverse EffectLoss Contract.

Material Contracts. (a) Section 3.17(a) of the Disclosure Schedule 5.13(a) sets forth all a true and complete list as of the date of this Agreement of each of the following Contracts Company Contracts, together with all amendments thereto: (i) each Company Contract that restricts in any material respect the ability of the Company or any of its Subsidiaries or any of the Company’s current or future Affiliates to sell products in or otherwise compete in any geographic area or line of business; (ii) any Company Contract pursuant to which any Person provides manufacturing services involving the Product, any Pipeline Product or any product using Nab® Technology for the Company or any of its Subsidiaries, (iii) each Company Contract pursuant to which the Company or any of its Subsidiaries grants or is granted any license to use or exploit, covenant not to ▇▇▇, immunity from suit or similar rights under any Intellectual Property of a third party that, in each case, is related to the Subsidiaries Product, any Pipeline Product, or the Nab® Technology; (iv) each Company Contract pursuant to which raw materials are supplied, or equipment is a party supplied or by which it is bound (collectivelyleased, to the “Material Contracts”): (i) Contracts with any Stockholders Company or any current officer of its Subsidiaries (excluding purchase orders given or director received in the ordinary course of business), in each case relating to any key component or manufacturing involved in the compounding or formulation of the Product or any products using Nab® Technology; (v) each Company Contract that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the its Subsidiaries to own, operate, sell, transfer, pledge or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale otherwise dispose of any material amount of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts businesses relating to the acquisition Product, any Pipeline Product, or the Nab® Technology; (vi) each Company Contract providing for future performance by the Company or any of its Subsidiaries in consideration of amounts previously paid, the Subsidiaries balance of any operating business or which exceeds $5,000,000 as of the capital stock date of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; this Agreement; and (vii) Contracts containing covenants any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act) that were required to be filed with or furnished to the SEC prior to the date of this Agreement. Each Company or any Contract (A) of the Subsidiaries type described in Section 3.17(a) of the Disclosure Schedule, whether or not disclosed in response to compete this Section 3.17(a), or referred to in any line Section 3.17(b), whether or not provided or publicly filed, and (B) entered into after the date of business this Agreement and of the type required to be described in Section 3.17(a) or with any person referred to in any geographical area Section 3.17(b), whether or covenants not provided or publicly filed of any other person not the Disclosure Schedule if such Company Contract were in effect as of the date of this Agreement, is referred to compete herein as a “Material Contract.” (b) The Company has provided to Parent or publicly filed with the SEC true and complete copies of each Company or any Contact referred to in Section 3.17(a) and each of the Subsidiaries following Company Contacts, in any line each case that are in effect as of business the date of this Agreement: (i) each Company Contract with customers (excluding purchase orders given or received in any geographical area; (viiithe ordinary course of business) Contracts under which the Company or any of the its Subsidiaries has made advances received in excess of $10,000,000 in 2009 or loans is expected to receive in excess of $10,000,000 in 2010 or any other Person; year thereafter; (ixii) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by each Company Contract pursuant to which the Company or any of its Subsidiaries occupies Leased Real Property and under which the SubsidiariesCompany or any of its Subsidiaries is required to pay an annual rental in excess of $5,000,000 in 2010 or any year thereafter; and (iii) each Company Contract for any joint venture (whether in partnership, limited liability company or other organizational form), co-promote agreements or co-branding agreements (other than distribution agreements) or agreements pursuant to which the Company or any of its Subsidiaries permitted distribution of the Product or the Pipeline Products under another party’s name or trademarks. (bc) Neither the Company nor any Subsidiary has received any written notice All Material Contracts are valid and in full force and effect and enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of any default general applicability relating to or event that with notice or lapse of time, or both, would constitute a default by the Company affecting creditors’ rights and the Subsidiaries under any Material Contractgeneral equity principles, except for to the extent that (i) such defaults that are no longer continuing Material Contracts have previously expired or otherwise terminated in accordance with their terms or (ii) the failure to be in full force and effect would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any counterparty to any such Material Contract, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under, or give rise to a right of termination, modification, cancellation, foreclosure, imposition of a Lien, prepayment or acceleration under the provisions of any Material Contract, except in each case for those violations or defaults which would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Material Contract. Prior to the date of this Agreement, the Company and its Subsidiaries have not received any written claims for indemnification pursuant to the 2007 Separation and Distribution Agreement.

Material Contracts. (a) Schedule 5.13(a) sets forth all As of the following Contracts date hereof, neither the Company nor any Subsidiary is a party to or bound by: (i) any agreement relating to the pharmacy benefit administration and management services business owned or operated by the Company or any of its Subsidiaries that would reasonably be expected to generate net annualized revenues in an amount in excess of $5 million; (ii) any material partnership, joint venture or other similar agreement or arrangement; (iii) any agreement entered into after January 31, 2007 relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of 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) 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 an aggregate committed or outstanding principal amount exceeding $10 million; (vi) any agreement containing any provision or 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 (A) sell any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries); (vii) any agreement between the Company or any of its Subsidiaries, on the one hand, and any Affiliate, director or officer (or, to the Company’s knowledge, any of their respective Affiliates), on the other hand in each case of the type and amount that would be required to be disclosed in the Company’s annual proxy statement under Item 404 of Regulation S-K under the 1933 Act that has not been previously disclosed in the Company SEC Documents; or (viii) any agreement that requires annual payments in excess of $5 million or is otherwise material containing any provision pursuant to which the execution, delivery and performance of this Agreement, or the consummation of the transactions contemplated hereby, would require any consent or other action by any Person thereunder, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, thereunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of the its Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”): (i) Contracts with any Stockholders or any current officer or director of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiariesentitled thereunder. (b) Neither 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 Disclosure Schedule (each, a “Material Contract”) is valid and in full force and effect and (ii) neither the Company nor any Subsidiary of its Subsidiaries, nor to the Company’s knowledge any other party to any Material Contract, has received violated any written notice of provision of, or taken any default action which, with or event that with notice or without notice, lapse of time, or both, would constitute a default by under the provisions of such Material Contract, and neither the Company and nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under, or providing for the Subsidiaries under termination of, any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(a2.16(a) of the Company Disclosure Letter sets forth all a complete list (with each of such Contracts specifically identified under subsection(s) of such Schedule 2.16(a) that correspond to the Subsection or Subsections of Section 2.16(a) applicable to such Contract) of the following Contracts to which the an Acquired Company or any of the Subsidiaries is a party or by which it an Acquired Company is bound as of the Original Agreement Date (collectivelyeach such Contract whether in effect as of the Original Agreement Date, or if entered into between the Original Agreement Date and the Closing in compliance with Article V, a “Material ContractsContract”): (i) Contracts any Contract with any Stockholders a Key Customer or any current officer or director of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the StockholdersKey Supplier; (ii) Contracts with any labor union dealer, distributor, referral or association representing any employee of the Company similar agreement, or any Contract providing for the grant of rights to reproduce, license, market, refer or sell Company Products to any other Person or pursuant to which any third parties advertise on any websites operated by an Acquired Company, in each case, other than non-exclusive licenses granted to third party vendors for the Subsidiarieslimited purpose of providing services to an Acquired Company; (iii) Contracts for (A) any joint venture Contract, (B) any Contract that involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons and (C) any Contract that involves the sale payment of royalties to any of the assets of the Company or any of the Subsidiaries other Person (other than license fees in the Ordinary Course respect of BusinessIntellectual Property); (iv) Contracts relating to the acquisition by the any separation agreement or severance agreement with any current or former employees, in each case, under which an Acquired Company has or had any actual or potential Liability in excess of the Subsidiaries of any operating business or the capital stock of any other Person$100,000; (v) Contracts any Contract for or relating to the incurrence of Indebtedness, employment or the making service of any loansdirector, officer or beneficial owner of more than 1% of the total number of any class of Shares (or of any Equity Interests in a Subsidiary of the Company) or any other type of Contract (other than Contracts granting Company Options) with any of its officers or beneficial owners of more than 1% of the total number of any class of Shares (or of any Equity Interests in a Subsidiary of the Company), as the case may be, that is not immediately terminable by the Company without cost or Liability of less than $25,000; (vi) Contracts for joint venturesany Contract (A) pursuant to which any other party is granted exclusive rights or “most favored party” rights of any type or scope with respect to any of the Company Products, strategic alliances Company Intellectual Property or partnershipsCompany Data owned by the Company, (B) containing any non-competition covenants or other similar restrictions relating to the Company Products or Company Intellectual Property (excluding agreements entered into with new hires in the ordinary course of business and consistent with past practice) or (C) that materially limits or would materially limit the freedom of an Acquired Company or its successors (including assigns and their respective Affiliates) to (I) engage or participate, or compete with any other Person, in any line of business, market or geographic area with respect to the Company Products or the Company Intellectual Property, or to make use of any Company Intellectual Property, including any grants by an Acquired Company of exclusive rights or licenses or (II) sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or services; (vii) Contracts any standstill or similar agreement containing covenants provisions prohibiting a third party from purchasing Equity Interests of the an Acquired Company or any assets of the Subsidiaries not to compete in any line of business or with any 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 geographical areaan Acquired Company; (viii) other than Commercially Available Licenses, each Acquired Company’s licenses to service providers and any confidentiality, secrecy or non-disclosure Contract entered into by an Acquired Company in the ordinary course of business and consistent with past practice, all licenses, sublicenses and other Contracts under to which an Acquired Company is a party and pursuant to which: (A) an Acquired Company acquired or is authorized to use any Third-Party Intellectual Property used in the development, marketing or licensing of the Company Products or (B) any of the Subsidiaries has made advances or loans Person is authorized to use any other PersonCompany-Owned Intellectual Property; (ix) Contracts providing for severanceany license, retention, change in control sublicense or other similar paymentsContract pursuant to which an Acquired Company has agreed to any material restriction on the right of an Acquired Company to use or enforce any Company-Owned Intellectual Property or pursuant to which an Acquired Company agrees to sell rights in any Company-Owned Intellectual Property; (x) Contracts any Contract providing for the employment development of any individual on a full-timematerial software, part-time or consulting technology or other basisIntellectual Property, independently or jointly, either by or for an Acquired Company (other than employee invention assignment agreements and consulting agreements on the Company’s standard form of agreement) (collectively with the Contracts described in Sections 2.16(a)(viii) and 2.16(a)(ix), the “Company Intellectual Property Agreements”); (xi) any Contracts relating to the membership of, or participation by, an Acquired Company in, or the affiliation of an Acquired Company with, any industry standards group or association; (xii) (A) any material settlement agreement with respect to any Legal Proceeding, and (B) any separation agreement, severance agreement or release with any current or former employees, in each case, under which an Acquired Company has any actual Liability in excess of $250,000; (xiii) any Contract material to the assets or business of any of the Acquired Companies as currently conducted pursuant to which rights of any third party are triggered or become exercisable as a result of the execution of this Agreement or the consummation of the Share Purchase; (xiv) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with IFRS; (xv) any Contract or plan (including any stock option, merger and/or stock bonus plan) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any Shares or any other Equity Interests of the Company, except for the VSOPs and the Promised Company Options; (xvi) any Contract of guarantee, surety, support, indemnification (other than pursuant to its standard customer agreements), assumption or endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of any other Person (other than an Acquired Company); (xvii) any Contract for capital expenditures in excess of $100,000 in the aggregate; (xviii) any Contract pursuant to which an Acquired Company is a lessor or lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving expenditures in excess of $250,000 per annum, and any Real Estate Leases; (xix) any Contract pursuant to which an Acquired Company has acquired or disposed of a business or entity, or all or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise, or any similar Contract pursuant to which an Acquired Company has acquired any material ownership interest in any other Person (other than an Acquired Company); (xx) other than Contracts relating to the provision of utilities, any material Contract with any Governmental Entity or any Contract with a government prime contractor, or higher-tier government subcontractor, including any indefinite delivery/indefinite quantity contract, firm-fixed-price contract, schedule contract, blanket purchase agreement, or task or delivery order (each a “Government Contract”); and (xixxi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by any other Contract not listed in clauses (i) through (xx) that individually had in the Company or any of the Subsidiaries. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of timeprior twelve-month period, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a value or payment obligation in excess of $500,000. (b) All Material Adverse EffectContracts are in written form. Each Acquired Company has performed all of the material obligations therein required to be performed by it under any Material Contract through the Original Agreement Date and as of the Closing Date will have performed all of the material obligations therein required to be performed by it under any Material Contract through the Satisfaction Date. No Acquired Company is alleged in writing to be in default in respect of any Material Contract to which such Acquired Company is a party. Each of the Material Contracts is in full force and effect, subject only to the effect, if any, of the Enforceability Exceptions. There exists no default or event of default or material breach, with respect to an Acquired Company or to the knowledge of the Company, with respect to any other contracting party, that, with the giving of notice, or the lapse of time, would reasonably be expected to (i) become a default or event of default under any Material Contract or (ii) give such other contracting party (A) the right to declare a default or exercise any material remedy under any Material Contract, (B) the right to a material rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Material Contract, (C) the right to accelerate the maturity or performance of any material obligation of an Acquired Company under any Material Contract or (D) the right to cancel, terminate or modify any Material Contract. As of the Original Agreement Date, no Acquired Company has received any notice or other written communication regarding any actual or purported violation or breach of, default under, or intention to cancel or modify any Material Contract. As of the Original Agreement Date, to the knowledge of the Company, no Acquired Company has Liability for renegotiation of Government Contracts.

Material Contracts. (a) Schedule 5.13(a) 3.17 sets forth a list of all Material Contracts as of the following Contracts date of this Agreement. The Company has heretofore made available to the Investors true, correct and complete copies of all written or oral (in the case of oral agreements or understandings, the Company has provided written summaries thereof to the Investors) contracts and agreements (and all amendments, modifications and supplements thereto and all side letters affecting the obligations of any party thereunder) to which the Company or any of the its Subsidiaries is a party or by which it is any of its properties or assets are bound (collectivelythat are material to the business, properties or assets of the “Material Contracts”): Company and its Subsidiaries, including, without limitation, (i) Contracts with any Stockholders or any current officer arrangements that purport to limit, curtail or director restrict the ability of the Company or any of the its Subsidiaries to compete in any geographic area or any Affiliate (other than a Subsidiary) line of the Company or any of the Stockholders; business, (ii) Contracts or arrangements, including charters or similar agreements with any labor union or association representing any employee of the Company or any of the Subsidiaries; respect to Vessels (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtednessas hereinafter defined), or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the its Subsidiaries has made advances potential revenues, benefits liabilities or loans obligations in excess of $250,000, other than Gulf Offshore Contracts, (iii) Contracts or arrangements that are not terminable by the Company or such Subsidiary without penalty on less than sixty (60) days' notice, (iv) Contracts or arrangements that would be required to be filed as an exhibit to a Form 10-K filed by the Company with the Commission on the date hereof, (v) any other Person; employment, severance, product design or development, personal services, consulting, non-competition or indemnification Contracts, (vi) Contracts or arrangements granting a right of first refusal or first negotiation, (vii) partnership or joint venture Contracts, (viii) Gulf Offshore Contracts that have a term in excess of one-year, (ix) Contracts providing for severanceor arrangements with any Governmental Authority, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-timeloan or credit agreements, part-time or consulting mortgages, indentures or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, instruments evidencing indebtedness for borrowed money by the Company or any of the Subsidiaries. its Subsidiaries or any such Contract pursuant to which indebtedness for borrowed money may be incurred, or any guaranty or suretyship Contract or Contracts pursuant to which a Lien is granted, (bxi) Neither Contracts granting registration rights, (xii) any lease, sublease or other Contract, pursuant to which the Company nor or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property and pursuant to which the Company or any Subsidiary has received potential liabilities or obligations in excess of $250,000, and (xiii) commitments and Contracts to enter into any written notice of the foregoing (collectively, together with any such Contracts entered into in compliance with Section 5.01 hereof, the "Material Contracts"). Each of the Material Contracts constitutes the valid and legally binding obligation of the Company or its Subsidiaries and, to the Company's Knowledge, the other parties thereto, enforceable in accordance with its terms (except as enforceability 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), and is in full force and effect. To the Company's Knowledge, there is no material default under any Material Contract either by the Company or any of its Subsidiaries or by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or lapse of time, or both, both would constitute a material default thereunder by the Company and the or any of its Subsidiaries under or any other party. Except as set forth on Schedule 3.17, no party to any Material ContractContract has given written notice to the Company or any of its Subsidiaries of, except for such defaults that are no longer continuing or would not reasonably be expected to have made a Material Adverse Effectwritten claim against the Company or any of its Subsidiaries with respect to, any material breach or default thereunder.

Material Contracts. (a) Schedule 5.13(a) sets forth all Except as disclosed in Section 2.9 of the following Contracts to which Seller Disclosure Letter, neither of the Company or Transferred Companies nor any of their respective Subsidiaries, or, in the Subsidiaries case of any Shared Contract, Seller Group, is a party to or by which it is bound (collectively, the “Material Contracts”):by: (i) Contracts with any Stockholders agreement relating to Indebtedness (whether incurred, assumed, guaranteed or secured by any current officer or director of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholdersasset); (ii) Contracts with any labor union joint venture, partnership or association representing other similar agreements or arrangements (including any employee of the Company agreement providing for joint research, development or any of the Subsidiariesmarketing); (iii) Contracts for any agreement or series of related agreements, including any option agreement, within the past five years, relating to the acquisition of, investment in or disposition of any business, equity interests or assets of any other Person, any material real property or assets (whether by merger, sale of any equity interests, sale of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Businessotherwise); (iv) Contracts relating to any agreement that (A) materially limits the acquisition by freedom of any of the Company Transferred Companies or any of the their respective Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any person Person or in any geographical area or covenants that would so limit the freedom of Buyer or its Affiliates or any Target Company after the Closing or (B) contains material exclusivity obligations, “most favored nation” provisions, “shiny new product” provisions or other person not to compete with the Company similar restrictions, rights or obligations binding on any Target Company, or that would be binding on Buyer or any of its Affiliates after the Closing; (v) any agreement or series of related agreements providing for the purchase of materials, supplies, goods, services, equipment or other assets that provides for aggregate payments by any of the Transferred Companies or any of their respective Subsidiaries of $500,000 or more for the year ended December 31, 2019; (vi) any agreement or series of related agreements providing for the sale by any of the Transferred Companies or any of their respective Subsidiaries of materials, supplies, goods, services, equipment or other assets that provides for aggregate payments to any of the Transferred Companies or any of their respective Subsidiaries pursuant to which the Transferred Companies or any of their respective Subsidiaries received revenues of $2,000,000 or more for the fiscal year ended December 31, 2019; (vii) any agreement pursuant to which any of the Transferred Companies or any of their respective Subsidiaries is the lessee or lessor of any tangible personal property that involves an aggregate future or potential liability or receivable, as the case may be, in any line excess of business or in any geographical area$100,000; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans agreement relating to any other Personinterest rate, derivatives or hedging transaction; (ix) Contracts providing for severanceany agreement with any Governmental Authority, retention, change in control or other similar paymentsincluding Governmental Contracts; (x) any agreement (including any “take-or-pay” or keepwell agreement) under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of any of the Transferred Companies or any of their respective Subsidiaries or (B) any of the Transferred Companies or any of their respective Subsidiaries has directly or indirectly guaranteed any liabilities or obligations of any other Person (in each case other than endorsements for the purpose of collection in the ordinary course of business); (xi) any agreement material to the Business (A) pursuant to which any of the Target Companies (1) receives a license to use Intellectual Property or (2) provides or otherwise grants any other Person a license to use Owned Intellectual Property or (B) that is a settlement or coexistence Contract relating to Owned Intellectual Property, in each case, other than (x) licenses for Software that is generally commercially available (or available on an open source basis) or pre-installed in hardware that requires annual license payments less than $500,000 and (y) non-exclusive licenses granted by Seller to customers and suppliers in the ordinary course of business; (xii) any settlement, conciliation or similar agreement with a Governmental Authority or other Person pursuant to which the Business or any of the Transferred Companies or any of their respective Subsidiaries will (A) have a payment obligation in excess of $100,000, (B) have any ongoing, non-monetary obligation binding on any Target Company, or (C) be subject to injunctive relief after the date hereof; (xiii) any agreement that relates both to the Business, on the one hand, and the Retained Business, on the other hand (each, a “Shared Contract”), other than any Shared Contracts for general, corporate and administrative or similar services; (xiv) any agreement for capital expenditures in excess of $250,000 in the next 12 months following the date hereof or in excess of $1,000,000 in the aggregate; (xv) any agreement that grants to any Person any right of first refusal, right of first offer or similar right or that limits the ability of any Target Company to transfer, pledge or otherwise dispose of any asset of the Business; (xvi) any agreement with a Material Commercial Relationship; (xvii) any Labor Contract; (xviii) any Seller Guaranty; or (xix) any agreement for the employment or engagement of any individual Business Employee or independent contractor on a full-time, part-time or time, consulting or other basisbasis (A) providing for an annual base salary or fee in excess of $160,000, (B) at the director level or above or (C) that is not terminable upon 30 days’ notice or less without any liability to any Target Company; andor (xixx) outstanding agreements any agreement that (A) is not otherwise set forth on Section 2.9 of guarantythe Seller Disclosure Letter, surety or indemnification, direct or indirect, (B) involves annual payments in excess of $2,000,000 and (C) is not terminable by the Company Target Companies (without penalty or any of the Subsidiariescost) on less than 90 days’ notice. (b) Neither Each agreement, commitment, arrangement or plan disclosed or required to be disclosed in the Company nor Seller Disclosure Letter pursuant to this Section 2.9, Section 2.10, Section 2.11 or Section 2.20 (each, a “Material Contract”) is a valid and binding agreement of the Transferred Companies or one of their respective Subsidiaries or, in the case of any Shared Contract, Seller or any of its Affiliates (other than a Target Company) (subject to the Enforceability Exceptions) and is in full force and effect, and none of the Transferred Companies, any Subsidiary of the Transferred Companies or, to the Knowledge of Seller, any other party thereto is in default or breach in any material respect under (or is alleged to be in default or breach in any material respect under) the terms of any such Material Contract, and, to the Knowledge of Seller, no change, event, circumstance, development, occurrence or effect has occurred or exists, that, with notice or lapse of time or both, would reasonably be expected to (i) constitute an event of default, breach, or violation thereunder or (ii) give any Person the right to cancel or terminate or materially and adversely modify the economic terms of any Material Contract except, in each case, as would not be material to the Target Companies, taken as a whole. (c) None of Seller or its Subsidiaries has received any written notice of any default or event that with notice threat to terminate, materially and adversely amend or lapse of timemodify (including payment terms, price, duration or both, would constitute a default by the Company and the Subsidiaries under otherwise) or not renew (or renew on materially different terms) any Material Contract. A true, except for such defaults correct and complete copy of each written Material Contract has been furnished to Buyer. Since December 31, 2019, there has been no agreement or arrangement (including any amendment to, modification to or waiver of any term of any satellite capacity agreement) that are no longer continuing does, or would not reasonably be expected to have a Material Adverse Effectto, defer, delay or extend the due date for, any payment obligations of Seller Group in connection with the Business or of the Target Companies.

Material Contracts. (a) Schedule 5.13(a) sets forth all As of the following Contracts date hereof and other than as set forth on Section 4.8 of the Company Disclosure Schedule, the Company is not a party to or bound by any Contract: (i) that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC; (ii) that would, after giving effect to the Merger, limit or restrict the Surviving Corporation or any successor thereto from engaging in any line of business (including the sale of any product) or in any geographic area or that contains an express non-competition covenant on the part of the Company; (iii) that creates a partnership or joint venture or similar arrangement with respect to any material business of the Company; (iv) would or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement; (v) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for indebtedness in excess of $100,000; (vi) that is a written contract (other than this Agreement) for the sale of any of its assets after the date hereof in excess of $100,000 (other than in the ordinary course of business); (vii) that is a collective bargaining agreement or any other agreement with a union; (viii) that is an employment, consulting, severance, termination or indemnification contract obligating the Company or any of its Subsidiaries after the Closing to pay to any current or former employee, officer or director of the Company; (ix) that is with an officer or director of the Company under which the Company or any of its Subsidiaries would have obligations after the Subsidiaries Closing; (x) that creates an obligation on the part of the Company or a Subsidiary to pay another Person an amount in excess of $100,000 in any 12 month period beginning on or after January 1, 2007; (xi) that creates an obligation on the part of another Person to pay the Company or a Subsidiary an amount in excess of $100,000 in any 12 month period beginning on or after January 1, 2007 (other than pursuant to customer Contracts in the ordinary course of business, unless such obligation is in an amount in excess of $500,000 during such 12 month period); (xii) that relates to the lease or sublease of real property; or (xiii) is entered into outside the ordinary course of business and creates a material obligation of payment to or from the Company or any of its Subsidiaries. Each such contract described in clauses (i)-(xii) is referred to herein as a “Material Contract.” (b) Each Material Contract is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms and, to the Company’s knowledge, each other party thereto, and is in full force and effect, and the Company has performed in all material respects all obligations required to be performed by it to the date hereof under each Material Contract and, to the Company’s knowledge, each other party to each Material Contract has performed in all material respects all obligations required to be performed by it under such Material Contract. The Company has not received notice, nor does it have knowledge, of any material violation of or default of any material obligation under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Material Contract to which it is a party or by which it is bound (collectively, the “Material Contracts”): (i) Contracts with any Stockholders or any current officer or director of the Company or any of the Subsidiaries its properties or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiariesis bound. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Section 5.19 of the Company Disclosure Schedule 5.13(a) sets forth all a true and complete list of the following Contracts each Material Contract to which the Company or any of the its Subsidiaries is a party to or by which it bound that is bound (collectivelyin effect as of the date of this Agreement and the Company has made available to Parent, or publicly filed with the SEC, a true and complete copy of each such Material Contract. For purposes of this Agreement, “Material Contracts”): Contract” shall mean: (i) Contracts any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the 1934 Act), whether or not filed by the Company with the SEC, (ii) any employment, severance or consulting agreement (in each case with respect to which the Company has continuing obligations as of the date hereof) with any Stockholders current or any current former (x) executive officer or director management employee of the Company, (y) member of the Board of Directors, or (z) employee of the Company who receives an annual base salary in excess of $150,000, (iii) any agreement that purports to limit in any material respect the right of the Company or any of its Subsidiaries (or, at any time after the Subsidiaries consummation of the Merger, Parent, the Surviving Corporation or any Affiliate of their respective Subsidiaries) to (A) sell, supply or distribute any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries, (iv) any agreement relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by the Company or any of its Subsidiaries after the date of this Agreement of assets with a fair market value in excess of $500,000 individually, (v) any partnership or joint venture agreement or any agreement with a selling partner, in each case that is material to the Company and its Subsidiaries taken as a whole, (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, in each case in excess of $1,000,000, other than a Subsidiary(A) accounts receivables and payables and (B) loans to direct or indirect wholly-owned Subsidiaries of the Company, (vii) any employee collective bargaining agreement or other agreement with any labor union, (viii) any agreement that by its terms limits the payment of dividends or other distributions by the Company or any of its Subsidiaries, (ix) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Stockholders; (ii) Contracts with any labor union its Subsidiaries to own, operate, sell, transfer, pledge or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale otherwise dispose of any material amount of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; businesses, (ivx) Contracts relating to the acquisition each Lease involving annual payments by the Company or any of the its Subsidiaries in excess of any operating business or the capital stock of $100,000, (xi) any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts Contract under which the Company or any of its Subsidiaries is obligated to make payment or incur costs in excess of $500,000 in any year and which is not otherwise described in clauses (i)-(x) above, (xii) the Contract listed on Section 5.19(xii) of the Company Disclosure Schedule and (xiii) any material Contract pursuant to which the Company or one of its Subsidiaries has made advances licenses or loans otherwise grants to a Third Party, or receives a license or grant from a Third Party of, any Intellectual Property rights material to the Company’s or one of its Subsidiaries’ business as currently conducted (other Person; than Contracts granting rights to readily available hardware and COTS). Except for breaches, violations or defaults which would not reasonably be expected to have a Company Material Adverse Effect, (ixw) each of the Material Contracts providing for severanceis a valid, retentionbinding and enforceable obligation of the Company or the applicable Subsidiary of the Company and, change to the knowledge of the Company, of the other party or parties thereto in control accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar payments; laws affecting creditors’ rights generally and general principles of equity), (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any each of the Subsidiaries. Material Contracts is in full force and effect, (by) Neither neither the Company nor any Subsidiary of its Subsidiaries, nor to the Company’s knowledge any other party to a Material Contract, has received violated any written notice of provision of, or taken or failed to take any default act which, with or event that with notice or without notice, lapse of time, or both, would constitute a default by under the provisions of such Material Contract and (z) as of the date hereof, neither the Company and the nor any of its Subsidiaries has received notice in writing that it has breached, violated or defaulted under any Material Contract, except for such defaults Contract or that are no longer continuing or would not reasonably be expected any other party intends to have a terminate any Material Adverse EffectContract prior to its scheduled termination date.

Material Contracts. Schedule 5.22 lists as of the date of this Agreement (aand excluding this Agreement itself) Schedule 5.13(a) sets forth all of the following Contracts contracts and other agreements or commitments (whether oral or written) to which the Company Seller or any of the Subsidiaries Clinsite is a party and which relate to the conduct of the Business (other than contracts and other agreements which are not Assumed Liabilities or by which it is bound are not included in the Acquired Assets (collectively, the “"Material Contracts”"): (ia) Contracts employment, consulting, bonus, profit-sharing, percentage compensation, deferred compensation, pension, welfare, retirement, stock purchase or stock option plans and agreements and commitments with any Stockholders the directors or any current officer Personnel of Seller, excluding agreements and commitments terminable by Seller on not more than 30 days' notice without liability or director of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholderspenalty, and plans disclosed in Schedule 5.17(c); (iib) Contracts with notes, mortgages, contracts, agreements, and commitments for the repayment or borrowing of money by Seller in excess of $10,000 in any labor union one case, or association representing for a line of credit including borrowings by Seller in the form of guarantees of, indemnification for, or agreements to acquire any employee obligations of the Company others, and all security or any of the Subsidiariespledge agreements related thereto; (iiic) Contracts for contracts, agreements, and commitments relating to any joint venture, partnership, strategic alliance, or sharing of profits or losses with any Person; (d) contracts, agreements, and commitments containing covenants purporting to limit the sale freedom of Seller or any Personnel to compete in any business or in any geographic area; (e) contracts, agreements, and commitments requiring payments or distributions to any shareholder, director, or Personnel of Seller, or any relative or affiliate of any such Person; (f) material contracts, agreements, licenses and commitments relating to Computer Software; (g) contracts, agreements, and commitments not disclosed on any other Schedule to this Agreement and which involve or may involve the payment or receipt by Seller (whether in payment of a debt, as a result of a guarantee or indemnification, for goods or services, or otherwise) of more than $25,000 per year or $50,000 over the assets of initial term thereof, or are otherwise material to the Company or any of the Subsidiaries other than Business; (h) contracts, agreements and commitments not made in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xii) outstanding agreements all Real Property Leases. Schedule 5.22 identifies whether each Material Contract is to be an Assigned Contract, but subject to Section 2.04. Seller and Clinsite have made true and complete copies of guarantyall the Material Contracts available to Purchaser. Except as set forth in Schedule 5.22, surety there are no transactions relating to the Business presently pending or indemnificationplanned or initiated or completed since December 31, 1999 between Seller and any shareholder, officer, director, or Personnel of Seller, or any relative or Affiliate of any such Person, including any contract, agreement, or other arrangement (i) providing for the furnishing of services by Seller, (ii) providing for the rental of real or personal property by Seller, or (iii) otherwise requiring payments from Seller (other than for services as officers or directors of Seller) to any such Person or corporation, partnership, trust, or other entity in which any such Person has a direct or indirectindirect interest as a shareholder, by the Company officer, director, trustee, or any partner. All of the Subsidiaries. (b) Neither Material Contracts are in full force and effect, except as provided in Schedule 5.22. Except as set forth in Schedule 5.22, neither Seller, nor, To the Company Knowledge of Seller, any other party thereto, has breached any material provision of, or is in material default under, the terms of, nor does any Subsidiary has received any written notice of any default or event that condition exist which, with notice or lapse of time, or both, would constitute a cause Seller or, To the Knowledge of Seller, any other party to be in default by the Company and the Subsidiaries under under, any Material Contractcontract, except for such defaults that are no longer continuing agreement, or would not reasonably be expected to have a Material Adverse Effectcommitment.

Material Contracts. (a) Section 3.13(a) of the Disclosure Schedule 5.13(a) sets forth all lists, as of the date hereof, each of the following Contracts to which written contracts and agreements of the Company and each Subsidiary (such contracts and agreements, together with all Company IP Agreements listed or any otherwise set forth in Section 3.14(b) of the Subsidiaries is a party or by which it is bound (collectivelyDisclosure Schedule, the being “Material Contracts”): (i) Contracts with any Stockholders each contract, agreement, invoice, purchase order and other arrangement related to their Business under the terms of which the Company or any current officer Subsidiary: (x) is reasonably expected to pay or director otherwise give consideration of more than $250,000 in the aggregate during the calendar year ending December 31, 2015 or (y) is reasonably expected to pay or otherwise give consideration of more than $1,000,000 in the aggregate over the remaining term of such contract; (ii) each Significant Customer Fiber Contract and Significant Customer Fiber Contract MSA; (iii) all material broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing, consulting and advertising contracts and agreements to which the Company or any Subsidiary is a party; (iv) all material management contracts and contracts with independent contractors or consultants (or similar arrangements) to which the Company or any Subsidiary is a party and that cannot be cancelled by the Company or such Subsidiary without penalty or further payment and without more than 30 days’ notice; (v) all contracts and agreements relating to the incurrence of (A) Indebtedness of the Company or any of the Subsidiaries or Subsidiary for borrowed money and (B) any Affiliate (other than a Subsidiary) Indebtedness of the Company or any Subsidiary in excess of the Stockholders$50,000; (iivi) Contracts all contracts and agreements (other than confidentiality agreements entered into in the ordinary course of business and consistent with any labor union past practice) that limit or association representing any employee purport to limit the ability of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not Subsidiary to compete in any line of business or with any person Person or in any geographical geographic area or covenants during any period of any other person not to compete with time; (vii) all contracts and agreements between or among the Company or any Subsidiary, on the one hand, and the Seller or any officer, director, or Affiliate (other than the Company and Subsidiaries) of the Subsidiaries in Seller, or any line officer or director of business the Company or in any geographical areaSubsidiary, or any immediate family member of any of the foregoing, on the other hand; (viii) Contracts all contracts and agreements providing for benefits under which the Company or any of the Subsidiaries has made advances or loans to any other PersonPlan; (ix) Contracts providing all leases or subleases for severance, retention, change the Leased Real Property set forth in control or other similar paymentsSection 3.15(b) of the Disclosure Schedule; (x) Contracts all leases for each item of machinery, equipment, tools, supplies, furniture, fixtures, personalty, vehicles, and other tangible personal property used in the employment Business of, or leased by, the Company or any Subsidiary that (A) is reasonably expected to involve consideration of more than $250,000 in the aggregate during the calendar year ending December 31, 2015, or (B) is reasonably expected to involve consideration of more than $1,000,000 to a particular third party (including the Seller or any individual on a full-time, part-time or consulting or of its Affiliates (other basis; andthan the Company and the Subsidiaries)) in the aggregate over the remaining term of the contract; (xi) outstanding all material (A) right-of-way use contracts and (B) access or attachment contracts, including agreements relating to (1) access or attachment to utility poles or to placing fiber within underground conduits or across easements and (2) regeneration site rights, in each case, for the private fiber optic networks or other Fiber of guaranty, surety the Company and the Subsidiaries; (xii) all contracts granting the other party to such contract or indemnification, direct or indirect, a third party “most favored nation” status that applies to the price of services provided by the Company or any Subsidiary; (xiii) all contracts that provide for “exclusivity” or any similar requirement in favor of any Person other than the SubsidiariesCompany or any Subsidiary; (xiv) all contracts containing any “non-solicitation”, “no-hire” or similar provisions that restrict the Company or any Subsidiary; (xv) all collective bargaining agreements or other agreements or arrangements with any labor union; and (xvi) all joint venture, partnership and material development contracts. Notwithstanding the foregoing or anything herein to the contrary, the Excluded Contracts shall not constitute Material Contracts. (b) Neither Except as is not, and would not reasonably be expected to be, individually or in the aggregate, material to the Company nor and the Subsidiaries, taken as a whole, (i) each Material Contract is valid and binding on the Company or the Subsidiary that is a party thereto and is in full force and effect, (ii) upon consummation of the transactions contemplated by this Agreement and the Ancillary Agreement, except with respect to consents set forth in Section 3.05 of the Disclosure Schedule that are not obtained, each Material Contract shall continue in full force and effect without any Subsidiary penalty or other adverse consequence, (iii) none of the Company and the Subsidiaries is in breach of, or default under, any Material Contract, and no event has received any written notice of any default occurred and no condition exists that would, with or event that with notice or without notice, the lapse of time, or both, would constitute a breach of or a default by the Company and the Subsidiaries or any Subsidiary under any Material Contract, except for and (iv) to the Seller’s Knowledge, no other party (other than the Company or any Subsidiary) to any Material Contract (A) is in breach of, or default under, such defaults Material Contract, or (B) has given written or oral notice that are it will terminate (whether or not subject to any contingency) such Material Contract or not renew such Material Contract beyond the expiration of its then-current term. (c) The Seller has made available to the Purchaser true and complete copies of all Material Contracts. (d) There is no longer continuing contract, agreement or would not reasonably be expected other arrangement granting any Person any preferential right to have a Material Adverse Effectpurchase any of the Assets or any of the Shares.

Material Contracts. (a) Schedule 5.13(aSubsections (i) sets forth all through (xi) of Section 3.19(a) list the following Contracts types of contracts and agreements to which the Company or any of the Subsidiaries Subsidiary is a party or by which it is bound (collectively, the “Company Material Contracts”,” it being agreed that such contracts and agreements are not required to be set forth in Section 3.19(a) of the Company Disclosure Schedule unless expressly so indicated in the applicable subsection below): (i) Contracts with any Stockholders or any current officer or director each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Company or any of the Subsidiaries or any Affiliate (other than a SubsidiarySEC) of with respect to the Company or any of the Stockholdersand its Subsidiaries; (ii) Contracts with any labor union each contract and agreement which is likely to involve payment or association representing any employee of the Company receipt to or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the its Subsidiaries of any operating business consideration of more than $100 million, in the aggregate, over the remaining term of such contract or agreement; (iii) all material joint venture contracts or material partnership arrangements (and all of such contracts and agreements are set forth in Section 3.19(a)(iii) of the capital stock Disclosure Schedule and have been provided to Parent prior to the date hereof); (iv) other than contracts and agreements referred to in clause (a)(i), all contracts and agreements evidencing indebtedness involving principal amount in excess of any other Person$100 million; (v) Contracts relating to the incurrence of Indebtednessall contracts and agreements that limit, or purport to limit, the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants ability of the Company or any Subsidiary of the Subsidiaries not Company to compete in any line of business or with any 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 entity or in any geographical areageographic area or during any period of time (and all of such contracts and agreements are set forth in Section 3.19(a)(v) of the Disclosure Schedule and have been provided to Parent prior to the date hereof); (viiivi) Contracts under all material contracts and agreements concerning Intellectual Property or IT Assets to which the Company or any of its Subsidiaries is a party or beneficiary or by which the Company or any of its Subsidiaries, or any of its properties or assets, may be bound, including all (A) licenses of Intellectual Property by the Company or any of its Subsidiaries has made advances or loans to any person, (B) licenses of Intellectual Property by any person to the Company or any of its Subsidiaries, and (C) contracts and agreements between any person and the Company or any of its Subsidiaries relating to the transfer, development, maintenance or use of Intellectual Property or IT Assets other Personthan, in each case, licenses of Off-the-Shelf Software licensed pursuant to shrink-wrap or click-wrap agreements (all of the foregoing, collectively, the “Company IP Agreements”). For purposes hereof, “Off-the-Shelf Software” shall mean all software used or held for use by the Company or any of its Subsidiaries that is commercially available off-the-shelf software that (x) is not material to the Company or any of its Subsidiaries, (y) has not been modified or customized for the Company or any of its Subsidiaries, and (z) is licensed to the Company or any of its Subsidiaries for a one-time or annual fee of $250,000 or less; (vii) all contracts and agreements or interest rate, currency or commodities hedging agreements, in each case in connection with which the aggregate actual or contingent obligations of the Company and its Subsidiaries under such contract are greater than $20 million; (viii) all contracts and agreements entered into after December 31, 2005 or not yet consummated, in each case for the acquisition or disposition, directly or indirectly (by merger, consolidation, combination or amalgamation), of assets (other than assets purchased pursuant to capital expenditures) or capital stock or other equity interests of another person for aggregate consideration under such contract in excess of $50 million; (ix) Contracts providing for severanceall contracts and agreements between or among the Company or any of its Subsidiaries, retentionon the one hand, change and any of their respective affiliates (other than the Company or any of its Subsidiaries or non-controlled joint ventures), on the other hand, that involve payments of more than $2.5 million in control any one year, other than any contracts and agreements required to be listed in Section 3.9 of the Disclosure Schedule or other similar paymentsotherwise relating to compensation or employee benefits; (x) Contracts for all contracts and agreements relating to the employment leases of any individual railcars and other rolling stock involving consideration in excess of $10 million on a full-time, part-time or consulting or other an annual basis; and (xi) outstanding agreements all other contracts and agreements, whether or not made in the ordinary course of guarantybusiness, surety or indemnification, direct or indirect, by which are material to the Company and its Subsidiaries, taken as a whole, or any the conduct of their respective businesses, or the Subsidiariesabsence of which would, individually or in the aggregate, have a Company Material Adverse Effect. (b) Neither the Company nor any Subsidiary of the Company has received any written notice of any claim of default under or event that with notice cancellation of any Company Material Contract and neither the Company nor any Subsidiary of the Company is in breach of or lapse default under the terms of timeany Company Material Contract where such claim of default, cancellation, breach or default has had, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Company shall make available to Parent true and complete copies of all Company Material Contracts (other than any of the contracts described in subclause (xi) of this Section 3.19), including any amendments thereto, as promptly as practicable following the date hereof, and in any event within 30 days after the date hereof.

Material Contracts. (a) Subsections (i) through (viii) of Section 3.16 of the Company Disclosure Schedule 5.13(a) sets forth all contain a list of the following Contracts types of contracts and agreements to which the Company or any of the its Subsidiaries is a party or by which it is bound (collectivelysuch contracts, agreements and arrangements as are required to be set forth in Section 3.16(a) of the “Company Disclosure Schedule being the "Material Contracts”"): (i) Contracts with any Stockholders each contract and agreement which is likely to involve consideration of more than $25,000, in the aggregate, over the remaining term of such contract; (ii) all material broker, distributor, dealer, franchise, agency, sales promotion, market research, marketing, consulting, advertising, transfer, software, and research and development contracts or any current officer or director of agreements to which the Company or any of the its Subsidiaries is a party; (iii) all clinical trial or any Affiliate (other than a Subsidiary) of clinical research organization, manufacturing or supply, collaboration, and guarantee contracts or agreements to which the Company or any of the Stockholdersits Subsidiaries is a party; (iiiv) Contracts all management contracts (excluding contracts for employment) and contracts with other consultants, including any labor union contracts involving the payment of royalties or association representing other amounts calculated based upon the revenues or income of the Company or its Subsidiaries or income or revenues related to any employee product of the Company or its Subsidiaries to which the Company or any of the Subsidiariesits Subsidiaries is a party; (iiiv) Contracts all contracts and agreements evidencing indebtedness for the sale borrowed money in excess of $10,000; (vi) all material contracts and agreements with any of the assets of Governmental Authority to which the Company or any of the its Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnershipsis a party; (vii) Contracts containing covenants all contracts and agreements that limit, or purport to limit, in any material respect the ability of the Company or any of the its Subsidiaries not to compete in any line of business or with any 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 entity or in any geographical area;geographic area or during any period of time; and (viii) Contracts under which all material contracts or arrangements that result in any person or entity holding a power of attorney from the Company or or, to the knowledge of the Company, any of its Subsidiaries that relates to the Company, its Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiariestheir respective businesses. (b) Neither Except as would not prevent or materially delay consummation of the Merger and would not have a Company Material Adverse Effect, (i) each Material Contract is a legal, valid and binding agreement, the Company nor is not in material default under any Subsidiary Material Contract and none of the Material Contracts has received any written notice of any default been canceled by the other party; (ii) to the Company's knowledge, no other party is in breach or event that with notice or lapse of timeviolation of, or bothdefault under, would constitute a default by any Material Contract; (iii) the Company and its Subsidiaries are not in receipt of any claim of default under any such agreement; and (iv) neither the Subsidiaries execution of this Agreement nor the consummation of the Merger shall constitute a default, give rise to cancellation rights, or otherwise adversely affect any of the Company's rights under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effectincluding any amendments thereto.

Material Contracts. (a) Section 4.19(a) of the Company Disclosure Schedule 5.13(a) sets forth all an accurate and complete list of each Contract of the following Contracts nature to which the Company or any of the its Subsidiaries is currently a party or by which it the Company or any of its Subsidiaries is bound (collectively, the “Material Contracts”):currently bound: (i) Contracts with any Stockholders Contract for the purchase of materials, supplies, goods, services, equipment or other assets that resulted in annual payments by the Company and its Subsidiaries of $500,000 or more in any of the last three years or that is expected to result in annual payments by the Company and its Subsidiaries of $500,000 or more in any future year; (ii) any sales, distribution or other similar Contract providing for the sale by the Company or any current officer of its Subsidiaries of materials, supplies, goods, services, equipment or director other assets that resulted in annual payments to the Company and the Subsidiaries of $1,000,000 or more in any of the last three years or that is expected to result in annual payments to the Company and its Subsidiaries of $1,000,000 or more in any future year; (iii) any agency, reseller or other similar Contract providing for the payment by the Company or any of its Subsidiaries of commissions to any Person in respect of any Contract contemplated by clause (ii); (iv) any lease or sublease (whether of real or personal property) providing for annual payments of $50,000 or more (not taking into account any free rent or similar concessions); (v) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any partnership, joint venture or other similar Contract; (vii) any Contract that limits or purports to limit the freedom of the Company or any of the its Subsidiaries to sell any products or any Affiliate (other than a Subsidiary) of the Company services or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any person Person or in any geographical area or covenants during any period of time or which would so limit the freedom of the Company, Parent or any other person not of their respective Subsidiaries after the Closing Date; (viii) any Contract relating to compete indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (ix) any Contract that grants any Person, including any agent, reseller or partner, “most favored nation” status or any type of special discount rates; (x) any Contract with any director or officer of the Company or any of its Subsidiaries or with any “associate” or any member of the Subsidiaries “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any line of business such director or in any geographical areaofficer; (viiixi) Contracts under any Contract (including employment agreements and agreements that contain non-competition, non-solicitation or confidentiality covenants) applicable to any Key Employee; (xii) any Contract pursuant to which the Company or any Subsidiary obtains any license, sublicense, right to use, covenant not to be sued, option, right of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severancefirst refusal, retention, change in control right of first offer or other similar payments; (x) Contracts for the employment of right with respect to any individual on a fullIntellectual Property Right, other than any commercial off-time, partthe-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, shelf software licensed by the Company or any Subsidiary with an annual license fee of less than $500,000 in the Subsidiaries.aggregate; (bxiii) Neither any Contract pursuant to which the Company nor or any Subsidiary has received grants any written notice license, sublicense, right to use, covenant not to be sued, option, right of first refusal, right of first offer or other similar right with respect to any default or event Intellectual Property Right; and (xiv) any other Contract not made in the ordinary course of business that with notice or lapse of time, or both, would constitute a default by is material to the Company and the Subsidiaries under any Subsidiaries, taken as a whole (each contract, agreement, arrangement or understanding of the type described in clauses (i)- (xiii), a “Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected ”). The Company has made available to have a Parent an accurate and complete copy of each Material Adverse EffectContract.

Material Contracts. (a) Company Disclosure Schedule 5.13(a4.13(a) sets forth forth, by reference to the applicable subsection of this Section 4.13(a), all of the following Contracts to which the Company or any of the Subsidiaries is a party or by which it is or its assets or properties are bound (collectively, the “Material Contracts”): (i) Contracts with any Stockholders current or any current officer former officer, director, member or director Affiliate of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the StockholdersCompany; (ii) Contracts with any labor union or association representing any employee Employee of the Company or any of the SubsidiariesCompany; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of BusinessBusiness or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any of the Subsidiaries of any operating business or material assets or the capital stock of any other Person; (vvii) Contracts relating to the incurrence of Indebtednessincurrence, assumption or the making guarantee of any loans; (vi) Contracts for joint ventures, strategic alliances Indebtedness or partnerships; (vii) Contracts containing covenants of the Company or imposing a Lien on any of the Subsidiaries not to compete assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in any line of business or with any person in any geographical area or covenants of any other person not to compete connection with the Company acquisition of property, mortgages, pledge agreements, security agreements, or any of the Subsidiaries in any line of business conditional sale or in any geographical areatitle retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (ixxii) Contracts providing for severance, retention, change in control or other similar payments; (xxiii) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; andbasis providing annual compensation in excess of $50,000; (xixiv) management Contracts and Contracts with independent contractors or consultants (or similar arrangements) in excess of $50,000 that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xv) outstanding agreements Contracts of guaranty, surety or indemnification, direct or indirect, by the Company Company; (xvi) Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in the aggregate or require performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (xvii) all Intellectual Property Licenses, royalty Contracts and other Contracts relating to any Intellectual Property (except licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license grants on reasonable terms for a license fee of no more than $1,000); (xviii) incentives, grants or other agreements from or with any Governmental Authority; (xix) Contracts for services from lawyers, accountants, financial advisors and consultants (“Professional Service Providers”); and (xx) Contracts that are otherwise material to the SubsidiariesCompany. (b) Neither Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company, and of the other parties thereto, enforceable against each of them in accordance with its terms and, upon consummation of the transactions contemplated by this Agreement, shall, except as otherwise stated in Company nor any Subsidiary has received any written notice of any Disclosure Schedule 4.13(b), continue in full force and effect without penalty or other adverse consequence. The Company is not in material default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, the Company is not in material default under the MOSA nor, to the Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such defaults that are no longer continuing party has given notice of any significant dispute with respect to any Material Contract. The Company has, and will transfer to Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or would supplements thereto. The Company is not reasonably be expected and at Closing shall not be, obligated to have make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.14(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Adverse EffectContracts.

Material Contracts. (a) Schedule 5.13(a) sets Except as set forth all in Section 3.19 of the following Contracts Company Disclosure Schedule and for this Agreement and the Company Benefit Plans, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to which or bound by (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act) or (ii) any of the following: (A) contract that purports to limit, curtail or restrict the ability of the Company or any of its existing or future Subsidiaries or affiliates to compete in any geographic area or line of business or restrict the persons to whom the Company or any of its existing or future Subsidiaries or affiliates may sell products or deliver services, (B) loan or credit agreement, mortgage, indenture, note or other contract or instrument evidencing indebtedness for borrowed money by the Company or any of its Subsidiaries or any contract or instrument pursuant to which indebtedness for borrowed money may be incurred or is guaranteed by the Company or any of its Subsidiaries, (C) mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any property or assets of the Company or any of its Subsidiaries, (D) (x) customer or client contract, or (y) any supplier contract that is reasonably likely to involve annual purchases by the Company and its Subsidiaries in excess of $20,000 (in the aggregate) in any of fiscal years 2011, 2012 or 2013, (E) contract (other than customer, client or supply contracts) that involve consideration (whether or not measured in cash) of greater than $20,000, (F) contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, (G) to the extent material to the business or financial condition of the Company and its Subsidiaries, taken as a whole, (1) product or intellectual property design or development contract, (2) license or royalty contract or (3) contract granting a right of first refusal or first negotiation or “most favored nation” status, (H) investment banker engagement or similar agreement pursuant to which any person would be entitled to payment in connection with the Merger, (I) contract which would prohibit or delay the consummation of any of the transactions contemplated by this Agreement, and (J) commitment or agreement to enter into any of the foregoing (all contracts of the type described in this Section 3.19(a) being referred to herein as “Company Material Contracts”). Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by or subject to, any agreement, contract, commitment or understanding, oral or written, regarding the sale, license or other transfer of rights or interests in any of the products listed in Section 3.19(a)(1) of the Company Disclosure Schedule. The Company has provided to Parent correct and complete copies of each Company Material Contract in existence as of the date hereof, together with any and all amendments and supplements thereto, “side letters” and similar documentation relating thereto. (b) Each Company Material Contract to which any of the Company or its Subsidiaries is a party or by which it any of them is bound (collectivelyis in full force and effect and constitutes the valid and binding obligation of the Company or such Subsidiary, as the “case may be, and, to the knowledge of the Company, constitutes the valid and binding obligation of the other parties thereto. To the knowledge of the Company, no other party to any Company Material Contracts”): (iContract is in breach of or default under the terms of any Company Material Contract. Section 3.19(b)(i) Contracts with any Stockholders or any of the Company Disclosure Schedule sets forth a correct and complete list, as of the date hereof, of each current officer or director customer of the Company or any of the its Subsidiaries or any Affiliate that has provided notice of an intention (other than a SubsidiaryA) of the Company or any of the Stockholders; (iito terminate its contract(s) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with the Company or any and/or a Company Subsidiary, (B) not to renew its contract(s) with the Company and/or a Company Subsidiary at the end of the Subsidiaries in any line of current contract term(s), (C) to substantially reduce its business under its contract or in any geographical area; (viiiD) Contracts under which to terminate its contract(s) or business relationship with the Company or any and/or a Company Subsidiary as a result of the Subsidiaries has made advances announcement or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for consummation of the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, transactions contemplated by the Company or any of the SubsidiariesAgreement. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(a) sets forth all As of the following date of this Agreement, and other than the CDX Contracts, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any lease (A) for real property or (B) for personal property, in the case of this clause (B), providing for annual rental payments in excess of $1,000,000; (ii) any Contract (A) resulting in aggregate payments by the Company and its Subsidiaries in excess of $5,000,000 in calendar year 2017 or (B) under which the Company or any of its Subsidiaries is contractually obligated to make payments in excess of $10,000,000 in the aggregate; (iii) any Contract (A) resulting in aggregate payments to the Company and its Subsidiaries in excess of $5,000,000 in calendar year 2017 or (B) under which the Company or any of its Subsidiaries is contractually entitled to receive payments in excess of $10,000,000 in the aggregate; (iv) any Contract relating to the disposition of any business or material assets other than the sale of products or services in the ordinary course of business consistent with past practice (whether by merger, sale of stock, sale of assets or otherwise) by the Company or any of its Subsidiaries; (v) any Contract relating to the acquisition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise), other than purchases of supplies, inventory and equipment in the ordinary course of business consistent with past practice, (A) entered into since January 1, 2014 or (B) that contains any outstanding non-competition, earn-out or other contingent payment obligations or any other outstanding material obligation of the Company or any of its Subsidiaries; (vi) any Contract 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), any guarantees thereof or the granting of any Liens (other than Permitted Liens) over the property or assets of the Company or any of its Subsidiaries, other than Contracts solely among the Company and its wholly owned Subsidiaries; (vii) any Contract for the formation of (A) any legal partnership, joint venture or similar arrangement or (B) any other partnership, joint venture, strategic alliance or similar arrangement, in the case of clause (B), that if terminated or not renewed would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and in each case any material Contracts related thereto; (viii) any stockholders’, investors rights’, registration rights or similar agreement or arrangement; (ix) any Contract pursuant to which the Company or any of its Subsidiaries grants or is granted any material license, right or immunity (including any covenant not to ▇▇▇) with respect to any Intellectual Property (other than licenses granted to the Company or any of its Subsidiaries is a party for commercial off-the-shelf software generally available on nondiscriminatory pricing terms and non-exclusive licenses granted by or by which it is bound (collectively, to the “Material Contracts”):Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (ix) Contracts any Contract with any Stockholders (A) present or any current former officer or director of the Company or any of its Subsidiaries under which the Subsidiaries or Company has any Affiliate continuing obligations (other than a Subsidiaryindemnification agreements, employment agreements, customary employment documents, Contracts governing equity awards and the Company Stock Plan), (B) beneficial owner of 5% or more of the outstanding Shares or (C) Affiliate 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 such officer, director, or beneficial owner); (xi) any Contract (A) with any sole-source suppliers (i.e., suppliers for which there is no readily available alternate supplier at comparable cost) of material tangible products or services (provided that, in the case of purchase orders for reagents in the ordinary course of business consistent with past practice, only the supplier need be scheduled on Section 5.21(a)(xi)(A) of the Company Disclosure Schedule) or (B) that includes any material “most favored nations” terms and conditions (including, without limitation, with respect to pricing) or minimum purchase arrangement; (xii) any Contract containing any provision or covenant that limits the freedom of the Company or any of its Subsidiaries (or that purports, after the StockholdersClosing, to limit the freedom of Parent or any of its Affiliates) to (A) sell any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Affiliates, other than Contracts containing customary provisions restricting solicitation of employees and agreements with recruiting agencies pursuant to which such agencies are granted the exclusive right to identify candidates for employment; (iixiii) Contracts with any labor union Contract pursuant to which the Company or association representing any employee of its Subsidiaries has continuing obligations involving (A) milestone or similar payments, including upon the achievement of regulatory or commercial milestones, in excess of $10,000,000 in the aggregate, or (B) payment of royalties or other amounts calculated based upon any revenues or income of the Company or any of the its Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than , in the Ordinary Course of Business; (iv) Contracts relating to the acquisition each case that cannot be terminated by the Company or any of the its Subsidiaries of any operating business without payment or the capital stock of any other Personpenalty without more than 60 days’ notice; (vxiv) Contracts relating any Contract that purports to the incurrence of Indebtedness, bind or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company otherwise impose material obligations on Parent or any of its Affiliates (including as a result of their investment in the Subsidiaries Company); or (xv) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) other than any Company Employee Plan; or (xvi) any other Contract not to compete made in any line the ordinary course of business or with any person in any geographical area or covenants of any other person not that is material to compete with the Company or any and the Subsidiaries, taken as a whole. All Contracts of the Subsidiaries type described in this Section 5.21(a) are referred to herein as “Material Contracts” (which term, for the avoidance of doubt, includes the CDX Contracts and any line of business or in any geographical area; (viii) Contracts under which the Company or any Contract that would be a Material Contract if it had been entered into as of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiariesdate hereof). (b) Neither The Company has prior to the date of this Agreement made available to Parent or its counsel a true and complete copy of each Material Contract (other than the CDX Contracts) entered into on or prior to the date hereof (including all amendments, modifications, extensions and renewals thereto and waivers thereunder). 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 Material Contract is valid, binding and in full force and effect and, to the Company’s knowledge, enforceable against the other party or parties thereto in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), and neither the Company nor any Subsidiary of its Subsidiaries have waived or failed to enforce any rights or benefits under any Material Contract, and (ii) neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to a Material Contract, has received breached or violated any written notice of provision of, or taken or failed to take any default act which, with or event that with notice or without notice, lapse of time, or both, would constitute a default by under the provisions of such Material Contract, or would give to any Third Party any right of termination, amendment or cancellation of any Material Contract or any license thereunder, and neither the Company and the nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Material Contract. (c) The CDX Contracts do not (i) impose or purport to impose any obligation or restriction on Parent or any of its Affiliates (including any of the restrictions described in clause (iii) of this Section 5.21(c)), (ii) encumber or purport to encumber any Intellectual Property of Parent or any of its Affiliates, or (iii) except for such defaults that are no longer continuing as set forth on Section 5.21(a)(xii) of the Company Disclosure Schedule, limit the freedom of the Company or would not reasonably be expected any of its Subsidiaries to have a Material Adverse Effect(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 obtain products or services from any Person or limit the ability of any Person to provide products or services to the Company or any of its Affiliates.

Material Contracts. Except as set forth on Schedule 4.11, none of the Contracts includes: (a) Schedule 5.13(a) sets forth all Any agreement, contract or commitment that involves the performance of the following Contracts to which services by the Company or any Subsidiary of an amount or value (as measured by the revenue reasonably expected to be derived therefrom during the 12 months ended December 31, 2007) in excess of $100,000 annually; (b) Any agreement, contract or commitment that involves the payment by the Company or any Subsidiary of more than $50,000 annually; (c) Any agreement, indenture or other instrument which contains restrictions with respect to payment of dividends or any other distribution in respect of the Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”):Company’s capital stock; (id) Contracts with Any written employment contracts or independent contractor agreements (including any Stockholders collective bargaining contract or union agreement) relating to employees or independent contractors which may not be immediately terminated without penalty (or any current officer augmentation or director acceleration of benefits); (e) Any leases with respect to any property, real or personal, except for leases of personal property involving less than $100,000 per year; (f) Any agreement, contract or commitment to be performed relating to capital expenditures in excess of $100,000; (g) Any agreement, indenture or instrument relating to indebtedness of the Company or any Subsidiary for borrowed money or the deferred purchase price of property (excluding trade payables in the Subsidiaries ordinary course of business; (h) Any loan or advance to or investment in, any Person, or any Affiliate agreement, contract or commitment relating to the making of any such loan, advance or investment or any agreement, contract or commitment involving a sharing of profits; (i) Any guarantee or other than a Subsidiarycontingent liability in respect of any indebtedness or obligation of any Person; (j) Any agreement, contract or commitment that grants any person or entity the exclusive right to sell products or services; (k) Any agreement, contract or commitment that purports to limit the freedom of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not Subsidiary to compete in any line of business or with any person to conduct business in any geographical area geographic location; (l) Any agreement, contract or covenants of any other person not to compete with commitment entered into outside the Company or any the Subsidiaries, as applicable, Ordinary Course of the Subsidiaries in any line of business or in any geographical areaBusiness; (viiim) Any agreement, contract or commitment that involves interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging contracts; or (n) Any agreement, contract or commitment related to profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, “golden parachute” or other similar agreement for the benefit of its current or former directors, officers, employees or other service provider. The Company made available to Parent complete and accurate copies of all of the foregoing Contracts. All of the Contracts under which are legal, valid and binding obligations of the Company or any one of the Subsidiaries Subsidiaries, and is in full force and effect. The Company or applicable Subsidiary has made advances duly performed all of its material obligations under each Contract to the extent those obligations have accrued and no material default, violation, or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, breach by the Company or any such Subsidiary, or, to the Knowledge of the Subsidiaries. (b) Neither the Company nor Company, any Subsidiary has received any written notice of any default or event that with notice or lapse of timeother party, or both, would constitute a default by the Company and the Subsidiaries under any Material ContractContract has occurred which affects the enforceability of such Contract or any parties’ rights thereunder, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effectincluding rights of termination, modification and acceleration.

Material Contracts. (a) Schedule 5.13(a) sets forth all For purposes of this Agreement, “Company Material Contract” shall mean the following Contracts to which the Company or any of the its Subsidiaries is a party or by which it is any of the respective assets are bound (collectivelyexcluding any Leases), the “Material Contracts”):in each case that are still in effect: (i) Contracts any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act), whether or not filed by the Company with the SEC; (ii) any employment or consulting Contract (in each case with respect to which the Company or any of its Subsidiaries has continuing obligations as of the date hereof) with any Stockholders current or any current former (x) executive officer or director of the Company or any of the Subsidiaries or any Affiliate its Subsidiaries, (other than a Subsidiaryy) member of the Company Company’s Board of Directors, or any of the Stockholders; (iiz) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiariesits wholly-owned Subsidiaries or any other individual person providing for an annual base salary in excess of $175,000; (iii) Contracts any Contract providing for indemnification or any guaranty by the sale Company or any Subsidiary thereof, in each case that is material to the Company and its Subsidiaries, taken as a whole, other than (x) any guaranty by the Company or a Subsidiary thereof of any of the assets obligations of (A) the Company or another wholly-owned Subsidiary thereof or (B) any Subsidiary (other than a wholly-owned Subsidiary) of the Company that was entered into in the ordinary course of business consistent with past practices 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 consistent with past practice; (iv) any Contract that purports to limit in any material respect the right of the Company or any of its Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries) (w) to engage in any line of business, (x) to compete with any Person or operate in any geographical location, (y) could require the disposition of any material assets or line of business of the Company or any of its Subsidiaries other than in (or, after the Ordinary Course Effective Time, Parent, the Surviving Corporation, or their respective Subsidiaries), or (z) prohibits or limits the right of Businessthe Company or any of its Subsidiaries to make, sell or distribute any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights; (ivv) Contracts any Contract relating to the acquisition disposition or acquisition, directly or indirectly (by merger or otherwise), by the Company or any of its Subsidiaries after the Subsidiaries date of any operating business or the capital stock this Agreement of any other Person; (v) Contracts relating to the incurrence assets with a fair market value in excess of Indebtedness, or the making of any loans$500,000; (vi) Contracts any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts, in each case relating to indebtedness for joint venturesborrowed money or deferred payment, strategic alliances whether as borrower or partnershipslender, in each case in excess of $250,000, other than loans to direct or indirect wholly-owned Subsidiaries of the Company; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts Contract under which the Company or any of its Subsidiaries is obligated to make payment or incur costs in excess of $500,000 in any year; (viii) any settlement, conciliation, or similar Contract with any Governmental Entity or pursuant to which the Company or any of its Subsidiaries has made advances or loans is obligated to any other Personpay after the date of this Agreement consideration in excess of $250,000; (ix) Contracts providing for severance, retention, change in control or other similar paymentsany Company IP Agreement; (x) Contracts for relates to any acquisition by the employment Company or its Subsidiaries pursuant to which the Company or any of any individual on a fullits Subsidiaries has continuing indemnification, “earn-time, part-time or consulting out” or other basis; andcontingent payment or guarantee obligations, in each case, that could result in payments in excess of $150,000 in the aggregate; (xi) outstanding agreements relates to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of guarantyany partnership or joint venture that is material to the business of the Company and the Subsidiaries, surety taken as a whole, or indemnificationin which the Company or one if its Subsidiaries owns more than a 15% voting or economic interest or any obligation of more than $250,000 in the aggregate; (xii) contains any covenant granting “most favored nation” status for any party thereto; (xiii) contains a standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of the Company or any of its Affiliates, direct or indirect, except for any such Contract that was (x) distributed by the Company Financial Advisor and (y) executed by the Company; (xiv) any Contract providing for indemnification by the Company or any of the Subsidiaries. (b) Neither the Company nor any Subsidiary has received any written notice its Subsidiaries of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material ContractPerson, except for any such defaults Contract that are no longer continuing is (x) not material to the Company or would not reasonably any of its Subsidiaries and (y) entered into in the ordinary course of business consistent with past practice; (xv) any Contract that contains a put, call or similar right pursuant to which the Company or any Company Subsidiary could be expected required to purchase or sell, as applicable, any assets that have a Material Adverse Effectfair market value or purchase price of more than $50,000 in the aggregate; or (xvi) involves any exchange-traded or over-the-counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest-rate, commodity price, equity value or foreign currency protection contract.

Material Contracts. (a) Schedule 5.13(aSection 4.15(a) of the Radiocoms Disclosure Letter sets forth all (i) each oral or written agreement, arrangement or commitment of any nature relating to the following Contracts Business or to which the Company Radiocoms or any of the its Subsidiaries is a party or by which it is bound involving (collectively, A) a commitment of more than L50,000 or (B) the “Material Contracts”): (i) Contracts with purchase or sale of any Stockholders assets relating to the Business or any current officer of Radiocoms or director of the Company its Subsidiaries having a book value or any of the Subsidiaries or any Affiliate (other more than a Subsidiary) of the Company or any of the Stockholders; L50,000 and (ii) Contracts with any labor union all (A) loan or association representing any employee credit agreements, indentures, guaranties, promissory notes, pledge agreements, mortgages, security agreements or other instruments in respect of borrowed funds, (B) distributorship, agency, representation, dealer or similar agreements, (C) covenants not to compete or other agreements or understandings which would restrict the Company distribution or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets products of the Company Business or of Radiocoms or any of the its Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any person in any geographical area or covenants to any person or class of persons, or which in any way affects the price or other person not to compete with terms at which the Company Business or Radiocoms or any of its Subsidiaries or any agent or representative of the Subsidiaries in any line of business Business or in any geographical area; (viii) Contracts under which the Company Radiocoms or any of the its Subsidiaries has made advances may sell products or loans to any other Person; services, (ixD) Contracts providing contracts or commitments for severancecapital expenditures, retentionand (E) partnership or joint venture agreements. Agreements, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any arrangements and commitments of the Subsidiariestypes described in subsections (i) and (ii) above are hereinafter collectively referred to as the "Radiocoms Material Agreements." (b) Each Radiocoms Material Agreement is valid and enforceable in accordance with its terms, subject to the Bankruptcy Exception. (i) Neither the Company Radiocoms nor any Subsidiary of its Subsidiaries or Relevant Affiliates nor, to the knowledge of Seller, any other party thereto, is in breach of or in default under any Radiocoms Material Agreement, (ii) to the knowledge of Seller, there has received not occurred any written notice event which, after the giving of any default or event that with notice or the lapse of time, time or both, would constitute a default by under, or result in a breach of, any Radiocoms Material Agreement, (iii) no previous or current party to any Radiocoms Material Agreement has given notice of or made a claim or, to the Company knowledge of the Seller, threatened to make a claim, with respect to any breach or default thereunder, the consequences of which, in the case of clauses (i), (ii) and (iii), individually or in the Subsidiaries under any Material Contractaggregate, except for such defaults that are no longer continuing or would not could reasonably be expected to have a Material Adverse EffectEffect on the Business or Radiocoms and its Subsidiaries, taken as a whole, (iv) none of the rights of Radiocoms or any of its Subsidiaries or Affiliates under any of the Radiocoms Material Agreements will be subject to termination or modification as a result of the consummation of the transactions contemplated by this Agreement, (v) no consent or approval of any third party is required under any Radiocoms Material Agreement to the consummation of the transactions contemplated hereby and (vi) no power of attorney that remains in effect has been granted by Radiocoms or its Subsidiaries. (c) Section 4.15(c) of the Radiocoms Disclosure Letter sets forth a true and accurate list of all oral or written agreements, arrangements or commitments of any nature between Radiocoms or any of its Subsidiaries or Affiliates, on the one hand, and EFJ, on the other hand.

Material Contracts. (a) Schedule 5.13(a) sets forth all Section 4.20 of the following Company Disclosure Schedule contains an accurate and complete list, as of the Original Agreement Date, of each contract described below (such Contracts, including any Contracts required to be listed on Section 4.20 of the Company Disclosure Schedule, the “Material Contracts”) in this Section 4.20 under which the Company or any of its Subsidiaries has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise): (i) purporting to limit in any material respect the freedom of the Company or any of its Subsidiaries (or, after the Closing, Parent or any of its Affiliates) to (A) engage or compete in any line of business, industry or geographical area, including any non- compete or exclusivity provision or (B) set prices and terms for the provision, sale, lease or license of its products, services or technologies; (ii) (A) that is a standstill or restrictive covenant agreement or that contains any standstill or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed (or, after the Closing, pursuant to which Parent or any of its Affiliates would be required) not to acquire or to other limitations with respect to assets or securities of another Person, (B) contains any non-solicitation, no hire or similar provision that restricts the Company or any of its Subsidiaries (or, after the Closing, Parent or any of its Affiliates) from soliciting, hiring, engaging, retaining or employing a third party’s current or former employees, in each case, other than confidentiality agreements entered into in the ordinary course of business that is material to the Company and its Subsidiaries, taken as a whole, or (C) grants any third party rights of first refusal, rights of first option, rights of first offer or similar rights or options to purchase, offer to purchase or otherwise acquire any interest in any of the properties or assets (other than Company Intellectual Property Rights) owned by which it the Company or any of its Subsidiaries (or, after the Closing, Parent or any of its Affiliates), in the case of this clause (C) that is bound (collectivelymaterial to the Company and its Subsidiaries, the “Material Contracts”):taken as a whole; (iiii) Contracts with any Stockholders stockholders, investors rights, registration rights or similar Contract; (iv) any current officer Contract that purports to bind direct or director indirect equityholders of the Company or any of its Affiliates other than the Subsidiaries Company or any of its Subsidiaries; (v) any Contract that provides for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets (including properties or capital stock) that (A) is pending for aggregate consideration in excess of $25,000 or (B) pursuant to which the Company or its Subsidiaries has continuing material obligations including any “earn-out” or other contingent payment obligations; (vi) any Contract providing any third party with any rights upon a “change of control” or similar event with respect to the Company or any of its Subsidiaries; (vii) any Contract or group of related Contracts that provides for, or would reasonably be expected to result in, annual payments to or from the Company and its Subsidiaries of $10,000 or more or aggregate payments to or from the Company and its Subsidiaries of $20,000 or more; (viii) any Contract (A) with any sole-source suppliers of material products or services or (B) that includes any “most favored nations” terms and conditions, any exclusive dealing or minimum purchase or sale, “take or pay” obligations, arrangement or requirements to purchase substantially all of the output or production of a particular supplier; (ix) pursuant to which the Company or any of its Subsidiaries has potential indemnification obligations to any Person, except for ordinary course customer agreements; (x) any partnership, joint venture, strategic alliance, collaboration, co- promotion or research and development project contract that is material to the Company and its Subsidiaries, taken as a whole; (xi) any Contract with any Governmental Authority or entered into by the Company or any of its Subsidiaries as a subcontractor (at any tier) to provide supplies or services in connection with a Contract between another Person and a Governmental Authority; (xii) any Company Affiliate Transaction; (other than a Subsidiaryxiii) any Contract relating to indebtedness of the Company or any of the Stockholdersits Subsidiaries for borrowed money or any financial guaranty thereof; (iixiv) Contracts any Contract relating to any loan or other extension of credit made by the Company; (xv) any Contract that obligates the Company or any of its Subsidiaries to make any capital expenditures; (xvi) containing any swap, cap, floor, collar, futures contract, forward contract, option and any other derivative financial instrument, contract or arrangement, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever; (xvii) any Contract (excluding licenses for commercial off-the-shelf Software with aggregate annual payments of less than $25,000, Open Source Software licenses and non-exclusive licenses granted in the ordinary course of business) to which the Company or any of its Subsidiaries is a party pursuant to which the Company or any of its Subsidiaries (A) is granted any license or right to use, or covenant not to sue with respect to, any Intellectual Property Rights of a Third Party or (B) has granted to a Third Party any license or right to use, or covenant not to sue with respect to, any Company Intellectual Property Rights; (xviii) any (A) employment or service Contract with any labor union Company Service Provider whose current base compensation exceeds $100,000 per year or association representing (B) any employee Contract providing for retention, change in control or transaction bonuses or benefits; (xix) any collective bargaining or similar agreement; (xx) any Contract that involves the settlement of any Proceeding or dispute pursuant to which the Company or any of its Subsidiaries has continuing obligations (contingent or otherwise); (xxi) any power-of-attorney executed on behalf of the Company or any of the its Subsidiaries; (iiixxii) Contracts for any other Contract, arrangement, commitment or understanding that would be required to be filed by the sale Company as a “material contract” (as such term is defined in Item 601(b)(10) of any Regulation S-K of the assets of SEC); and (xxiii) any Contract that commits the Company or any of the its Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or enter into any contracts of the Subsidiaries of any operating business or the capital stock of any other Person; types described in foregoing clauses (vi) Contracts relating to the incurrence of Indebtedness, or the making of any loans; through (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiariesxxii). (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (aSection 4.01(p) of the Company Disclosure Schedule 5.13(a) sets forth a complete and accurate list of all Contracts that fall within the following categories: (i) any "material contract" (as such term is defined in item 601(b)(10) of Regulation S-K of the following Contracts SEC); (ii) any Contract that involves payments or receipts by or to the Company and/or its Subsidiaries in an amount in excess of $1 million, except for any such Contract that may be canceled, without penalty or other Liability to the Company or any of its Subsidiaries, upon notice of thirty (30) calendar days or less; (iii) any Contract that grants any right of first refusal or right of first offer or that limits or purports to limit the ability of the Company of any Subsidiary of the Company to own, operate, sell, transfer or otherwise dispose of any material amount of assets or businesses; (iv) any Contract pursuant to which the Company or any of its Subsidiaries has incurred any Indebtedness; (v) any Contract with respect to co-promotion of, or collaboration with respect to, any product or product candidate; (vi) any joint venture or partnership agreement; (vii) any Contract under which the Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”): (i) Contracts with any Stockholders Company or any current officer Subsidiary expressly grants any license to use or director exploit, covenant not to ▇▇▇, immunity from suit or similar rights under any patents or know-how (except for any Contract granting non-exclusive license rights for the primary purpose of (A) conducting clinical research, entered into with a clinical research organization, (B) material transfer, sponsored research, or other similar matters, (C) establishing confidentiality or non-disclosure obligations, (D) conducting clinical trials, or (E) manufacturing, labeling or distributing the Company's Pharmaceutical Products for clinical trials); (viii) any Contract under which the Company or any Subsidiary is expressly granted any license, covenant not to ▇▇▇, immunity from suit or similar rights under any Intellectual Property in each case material to the Company and its Subsidiaries taken as a whole, excluding non-exclusive licenses with respect to software that is generally commercially available; (ix) any Contract that materially limits or otherwise restricts in any material respect the ability of the Company or any of its Subsidiaries (or, after the Subsidiaries consummation of the Offer or any Affiliate (other than a Subsidiary) of the Merger, Parent, the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company their respective Subsidiaries or any of the Subsidiaries; (iiisuccessor thereto) Contracts for the sale of any of the assets of the Company to engage or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with to sell, supply, or distribute any person product or service, in each case, in any geographical area location, or covenants of any other person not to compete with any Person; (x) any Contract with or binding upon the Company or any of the its Subsidiaries in any line of business or in any geographical area; (viii) Contracts under which the Company or any of their respective properties or assets that is of the Subsidiaries has made advances or loans type that would be required to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for be disclosed under Item 404 of Regulation S-K under the employment of any individual on a full-time, part-time or consulting or other basisSecurities Act; and (xi) outstanding agreements any agreement that, by its terms, limits the payment of guaranty, surety dividends or indemnification, direct or indirect, other distributions by the Company or any of its Subsidiaries; and (xii) all Real Property Leases (the Contracts specified in clauses (i) through (xii), collectively, the "Company Material Contracts"), other than any Company Material Contract of the type described in clause (vii) above which is set forth on Attachment 1.22(k) to the PDL Separation Agreement. True and complete copies of all Company Material Contracts and all amendments to or waivers thereunder have been made available by the Company to Parent. Each of the Company Material Contracts is a valid, binding and enforceable obligation of the Company or its Subsidiaries. (b) Neither , and is in full force and effect. Except as a result of the occurrence of the execution and delivery of this Agreement or the occurrence of the consummation of the Offer: no event has occurred with respect to the Company or any of its Subsidiaries, and neither the Company nor any Subsidiary of its Subsidiaries, nor to the Company's Knowledge any other party to a Company Material Contract, has received violated any written notice of provision of, or taken or failed to take any default action, which in any such case, with or event that with without notice or lapse of time, time or both, would constitute a default by material breach, violation or default, or give rise to a right of termination, modification, cancellation, foreclosure, imposition of a Lien (other than a Permitted Lien), prepayment or acceleration under any of the Company Material Contracts, and neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted any Company Material Contract. To the Company's Knowledge, neither the Company nor any of its Subsidiaries has received any written notice from any other party to any Company Material Contract, and otherwise has no Knowledge, that any such party intends to terminate, or not to renew, any such Company Material Contract. Prior to the Agreement Date, the Company and its Subsidiaries have not received any written claims for indemnification pursuant to the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse EffectPDL Separation Agreement.

Material Contracts. (a) Schedule 5.13(aSection 3.12(a) sets forth of the Company Disclosure Letter contains a list of all of the following Contracts (other than those set forth in an exhibit index in the Company SEC Documents) to which the Company or any of the its Subsidiaries is a party or by which it any of them is bound (collectively, the “Material Contracts”): other than this Agreement): (i) Contracts any Contract granting any Person registration or other purchase or sale rights with respect to any Stockholders equity interest in the Company or any current officer or director of its Subsidiaries; (ii) any voting agreement relating to any equity interest of the Company or any of its Subsidiaries; (iii) any Contract outside the Subsidiaries ordinary course between the Company or any Affiliate of its Subsidiaries and any current or former affiliate of the Company; (iv) any drilling rig construction or conversion Contract with respect to which the drilling rig has not been delivered and paid for; (v) any drilling Contracts of one year or greater in remaining duration; (vi) any Contract or agreement for the borrowing of money with a borrowing capacity or outstanding Indebtedness of $2,000,000 or more; (vii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S—K of the SEC) to be performed after the date of this Agreement; (viii) any Contract which, upon receipt of the Company Required Vote or upon the consummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, Merger Sub, the Company or the Surviving Corporation or any of their respective Subsidiaries to any officer, director, consultant or employee thereof; (ix) any Contract which requires remaining payments by the Company or any of its Subsidiaries in excess of $2,000,000 and is not terminable by the Company or its Subsidiaries, as the case may be, on notice of six months or less; (x) any Contract which materially restrains, limits or impedes the Company’s or any of its Subsidiaries’, or will materially restrain, limit or impede the Surviving Corporation’s (or any of its affiliates’), ability to compete with or conduct any business or any line of business, including geographic limitations on the Company’s or any of its Subsidiaries’ or the Surviving Corporation’s (or any of its affiliates’) activities (xi) any material joint venture agreement, joint operating agreement, partnership agreement or other similar Contract involving a sharing of profits and expenses; (xii) any Contract governing the terms of Indebtedness or any other obligation of third parties owed to the Company or any of its Subsidiaries, other than a Subsidiary) receivables arising from the sale of goods or services, or loans or advances not exceeding $1,000,000 in the aggregate made to employees of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of its Subsidiaries, by the Company or such Subsidiary in the ordinary course of business consistent with past practices; (xiii) any Contract (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any benefits will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the Subsidiaries; 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; (iiixiv) Contracts any Contract which is a shareholder rights agreement or which otherwise provides for the issuance of any securities in respect of the Merger Agreement or the Merger; (xv) any material take-or-pay agreement or other similar agreement that entitles purchasers of production to receive delivery of Hydrocarbons without paying therefore; (xvi) any Contract relating to the sale of any of the assets or properties of the Company or any of the its Subsidiaries with a value in excess of $10,000,000 other than those as to which the sale transaction has previously closed (and is reflected as such in the Ordinary Course Company Financial Statements) and under which the Company and its Subsidiaries have no continuing obligation or those that relate to an intercompany transaction among the Company and its Subsidiaries in the ordinary course of Business; business consistent with past practices; or (ivxvii) Contracts any Contract relating to the acquisition by the Company or any of the its Subsidiaries of any operating Person or other business organization, division or business of any Person (including through merger or consolidation or the capital stock purchase of a controlling equity interest in or substantially all of the assets of such Person or by any other Person;manner), other than those as to which the acquisition has previously closed (and is reflected as such in the Company Financial Statements) and under which the Company and its Subsidiaries have no continuing obligation (each Contract of the types described in clauses (i) through (xvii), regardless of whether listed in Section 3.12(a) of the Company Disclosure Letter and regardless of whether in effect as of the date of this Agreement, being referred to herein as a “Company Material Contract”). The Company has previously made available to Parent a true, complete and correct copy of each Company Material Contract. (vb) Each of the Company Material Contracts relating is valid and binding on the Company or the Subsidiary of the Company party thereto, as the case may be, and in full force and effect. Except for such matters that, individually or in the aggregate, have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the incurrence Company, neither the Company nor any of Indebtednessits Subsidiaries has breached, or is in violation of or in default under (nor does there exist any condition that with the making passage of time or the giving of notice or both would result in such a violation or default under), any loans; (vi) Contracts for joint venturesCompany Material Contract, strategic alliances or partnerships; (vii) Contracts containing covenants of nor does the Company or any of the Subsidiaries not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with the Company or any its subsidiaries have knowledge of the Subsidiaries in any line of business or in any geographical area; (viii) Contracts under which the Company or any desire of the Subsidiaries has made advances other party or loans parties to any other Person; (ix) Contracts providing for severancesuch Company Material Contract to exercise any rights such party has to cancel, retention, change in control terminate or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time repudiate such Contract or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiariesexercise remedies thereunder. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(a2.12(a)(i) – (xi) of the Company Disclosure Schedule sets forth all Contracts (except for purchase or service orders executed in the Ordinary Course of Business) to which the Company and its Subsidiaries is a party or the Company, or its Subsidiaries or any of their respective assets or properties are otherwise bound or that otherwise relate to the business of the following Contracts Company or its Subsidiaries, of the type described below (each, a “Material Contract”): (i) Any contract, agreement or purchase order providing for the sale of products, the provision of services or warranty liability in excess of $150,000, in any such case, by the Company or any of its Subsidiaries to any other Person; (ii) Any single contract or purchase order providing for an expenditure by the Company or any of its Subsidiaries in excess of $150,000 or any contracts or purchase orders with the same or affiliated vendor(s) providing for an expenditure by the Company or any of its Subsidiaries in excess of $150,000; (iii) Any contract pursuant to which the Company or any of the its Subsidiaries is a party the lessee or sublessee of, or holds or operates, any personal property owned or leased by which it is bound (collectively, the “Material Contracts”): (i) Contracts with any Stockholders other Person or any current officer or director of the Company or any of the Subsidiaries or any Affiliate entity (other than a Subsidiary) leases of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than personal property leased in the Ordinary Course of BusinessBusiness with annual lease payments no greater than $50,000); (iv) Any loan agreement, factoring agreement, indenture, promissory note, conditional sales agreement, mortgage, security agreement, pledge, letter of credit arrangement, guarantee, assumption, surety, support, endorsement, foreign exchange contract, commodity contract, interest rate or other derivative contract, accommodation or other similar type of Contract; in each case, in an amount in excess of $25,000. (v) Any Contract containing outstanding obligations relating to the settlement of any Action; (vi) All partnership, limited liability company, joint venture or similar Contracts relating to the acquisition Company and or its Subsidiaries; (vii) Any sales agency, sales representation, consulting, distributorship or franchise agreement that is (i) projected to provide for the Company and/ or its Subsidiaries to make or receive payments in excess of $150,000 in a calendar year or (ii) are not terminable on ninety (90) days or less without penalty; (viii) Any Contract (A) prohibiting competition by the Company or any of the Subsidiaries of Company’s Subsidiaries, (B) binding any operating party to any exclusive business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtednessarrangement, or the making of any loans; (viC) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of prohibiting the Company or any of its Subsidiaries or their employees from freely engaging in any business anywhere in the Subsidiaries world, in each case, excluding Contracts governing exclusive license and distribution relationships which are set forth in Schedule 2.12(a)(ix) of the Company Disclosure Schedule entered into in the Ordinary of Business which generally contain standard exclusivity provisions along with other restrictive covenants; (ix) Any license, consent, permission, covenant not to compete in any line of business s▇▇ or with any person in any geographical area or covenants of any other person not to compete with agreement by which the Company or any Subsidiary licenses from a third party Intellectual Property that is material to the conduct of the Subsidiaries in business of the Company or Subsidiary (and, for the avoidance of doubt, expressly excluding any line license of business commercial Software licensed on non-discriminatory terms), or in by which the Company or any geographical areaSubsidiary permits a third party to use any Company Intellectual Property; (viiix) Contracts under Any contract pursuant to which the Company or any of the its Subsidiaries has made advances entered into or loans has agreed to enter into any other Person; (ix) Contracts providing for severance, retention, change in control hedging or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basistransactions; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or Any commitment to do any of the Subsidiariesforegoing described in clauses (i) through (x). (b) Neither For the Company nor any Subsidiary has received any purpose of this Agreement, a “Contract” and collectively, the “Contracts” shall mean, with respect to a Person, each written notice of any default or event that with notice or lapse of timeoral contract, agreement, commitment, license, lease, indenture, or both, would constitute evidence of indebtedness to which such Person is a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing party or would not reasonably be expected to have a Material Adverse Effectis otherwise obligated.

Material Contracts. (a) Schedule 5.13(a) sets forth all Section 2.14 of the following Contracts Disclosure Schedule specifically identifies by subsection each Contract to which the Company or any of the Subsidiaries Subsidiary is a party or by which it the Company or any Subsidiary is otherwise bound (collectivelythat constitutes a Material Contract, and any amendments thereto. For purposes of this Agreement, each of the following shall be deemed to constitute a “Material ContractsContract”):: (i) Contracts with each executory Contract for (A) the customers listed on Section 2.25 of the Disclosure Schedule, (B) the five largest resellers of the Company Software, by revenue attributable to such resellers for the Company Group’s fiscal year ended December 31, 2008 and for the period beginning on January 1, 2009 through September 30, 2009, and (C) the third party Software providers for which the Company Group resells for the period beginning on January 1, 2009 through September 30, 2009; (ii) any Stockholders partnership, joint venture or other similar Contract; (iii) any current officer or director Contract relating to Indebtedness; (iv) any Contract limiting the freedom of the Company or any of the Subsidiaries Subsidiary to engage or any Affiliate (other than a Subsidiary) of the Company participate, or any of the Stockholders; (ii) Contracts compete with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person, in any line of business, market or geographic area; (v) Contracts relating any Contract pursuant to which the incurrence Company or any Subsidiary is a lessor or lessee of Indebtednessany real property or of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that by its terms requires the payment of in excess of $100,000 per annum or under which it has imposed a Lien on all, or the making of any loansportion of, its assets; (vi) Contracts any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan for joint venturesthe benefit of its current or former directors, strategic alliances executive officers or partnershipsemployees; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical areacollective bargaining Contract; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts Contract for the employment of any individual on a full-time, part-time or time, consulting or other basis; andbasis (excluding any ordinary course assignment of inventions agreements, non-disclosure agreements, offer letters for “at-will” employment and similar employment arrangements) or providing severance benefits; (ix) any Contract to indemnify, hold harmless or defend any Person, other than (A) Contracts related to the license of Software, and (B) Contracts where the obligation of any member of the Company Group to indemnify, hold harmless or defend any Person under the Contract does not exceed $100,000; (x) any Contract under which it has advanced or loaned any amount to any of its directors and executive officers (except for expense reimbursements and similar arrangements in the ordinary course of business); (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by any Contract between the Company or any of its Subsidiaries and any of their Affiliates; and (xii) any other Contract (x) under which the Subsidiariesconsequences of a default or termination could have a Material Adverse Effect on a member of the Company Group, or (y) not made in the ordinary course of business that is material to the Business. (b) Neither The Company has made available to Parent a correct and complete copy of each written Contract (as amended to date) listed in Section 2.14 of the Company nor any Subsidiary has received any Disclosure Schedule and a written notice summary of any default or event that with notice or lapse setting forth the terms and conditions of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected each oral agreement referred to have a Material Adverse Effect.in Section 2.14

Material Contracts. (a) Section 3.10(a) of the Disclosure Schedule 5.13(a) sets forth all a list of the following types of Contracts to which the Company or any of the Subsidiaries Company Subsidiary is a party or by which it is bound as of the Agreement Date except for the Credit Documents (collectively, the “Material Contracts”):), which list does not include the following types of Contracts to which the Company or any Company Subsidiary becomes a party between the date of this Agreement and the Closing and that are entered into in accordance with the covenants applicable to such Company Member: (i) Contracts each Contract with a Material Customer or Material Supplier; (ii) any Stockholders Contract (excluding executory purchase orders from a customer of the Company outstanding as of the date hereof) reasonably expected to result in future payments to or by the Company or any current officer Company Subsidiary in excess of $150,000 per annum, except for Contracts that are terminable on less than 90 days’ notice without material penalty; (iii) any Contract that relates to the sale or director disposition of any of the Company’s or any Company Subsidiary’s assets, other than in the ordinary course of business; (iv) any Contract that relates to the Company’s acquisition of any business, the stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) any Contract that limits or purports to limit, in any material respect, the ability of the Company or any of the Subsidiaries Company Subsidiary to engage in or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any person Person, to conduct activity in any geographical geographic area or during any period of time (excluding use or other limitations on the Leased Real Property), or to solicit any Person to enter into a business or employment relationship, or containing any such covenants of any other person not to compete with that would bind Buyer, the Company or any Company Subsidiary following the Closing and any Contract containing any obligation of exclusivity; (vi) any Contract providing for indemnification by the Subsidiaries Company or any Company Subsidiary, except for any such Contract that is (A) entered into in any line the ordinary course of business or (B) entered into in connection with the purchase or sale of any geographical areaentity or business; (vii) all Contracts relating to any Company Debt or to the mortgaging or pledging of, or otherwise placing an Lien on, any of the Company’s or any Company’s Subsidiary’s assets or any of their respective securities; (viii) Contracts any Contract under which the Company or any Company Subsidiary has advanced or loaned any other Person any amounts; (A) any Contract relating to the employment of any Company Employee, consultant or independent contractor which, alone or together with any other Contract with such Company Employee, consultant or independent contractor, provides for annual base compensation or fees in excess of $150,000, or (B) any Contract that provides for any severance, retention, change of control, transaction-related or other similar payments to any Company Employee, consultant or independent contractor in excess of $150,000 or that otherwise cannot be terminated without penalty of less than $150,000 upon less than 90 days’ notice; (x) any collective bargaining agreement or other agreement or Contract with a labor union or organization; (xi) the Real Property Leases; (xii) any Contract under which the Company or any Company Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it which involves consideration in excess of $150,000; any material broker, distributor, dealer, manufacturer’s representative, franchise, agency, marketing and advertising Contracts; (xiii) other than and excluding (A) licenses for generally available commercial Software products supplied under end user licenses with an annual or total fee of less than $150,000, (B) form agreements with employees and independent contractors each entered into in the ordinary course of business and each assigning all such individual’s right, title and interest in and to any Company Intellectual Property or Company Technology to the Company or a Company Subsidiary, (C) confidentiality and non-disclosure agreements entered into in the ordinary course of business, and (D) agreements with customers of the Subsidiaries has made advances Company or loans a Company Subsidiary that are entered into in the ordinary course of business, the Intellectual Property Agreements; (xiv) each executory purchase order from a customer of the Company or any Company Subsidiary outstanding as of the date hereof; (xv) each Contract with a Related Party; (xvi) any Contract which the Company or any Company Subsidiary currently expects is likely to result in a material loss to the Company or any Company Subsidiary; (xvii) any Contract providing for the payment of any cash or other compensation or benefits upon the sale of all or a material portion of the Company’s assets or a change of control of the Company; (xviii) any Contract containing any obligation of confidentiality or nondisclosure between the Company or any Company Subsidiary, on the one hand, and any other Person, on the other hand; (xix) any Contract containing a “most favored nation” provision or performance guaranty, or any requirements or “take or pay” Contract; (xx) any Contract involving the settlement of any Legal Proceeding or threatened Legal Proceeding (A) which will (i) involve payments after the Audited Balance Sheet Date of consideration in excess of $150,000 or (ii) impose monitoring or reporting obligations to any other Person outside the ordinary course of business or (B) with respect to which conditions precedent to the settlement have not been satisfied; (xxi) any Contract with any Governmental Authority, including any Order; (xxii) any partnership, joint venture or other similar Contract involving a share of profits, losses, costs, or liabilities with any other Person; (ixxxiii) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment any Contract obtaining an effective power of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, attorney granted by the Company or any Company Subsidiary; (xxiv) any Contract that grants the Company or any Company Subsidiary an equity interest in any partnership or joint venture and any documents related thereto or that involves Tax sharing or the sharing of profits, losses, costs or liability by the Company or any Company Subsidiary with any other Person; (xxv) any Contract that grants to any Person a right of first refusal, first offer or similar preferential right to purchase or acquire any right, asset, property or service of the SubsidiariesCompany or any Company Subsidiary; (xxvi) any Contract that relates to voting, holding or disposing of equity securities of the Company or any Company Subsidiary; (xxvii) any other Contract deemed material by the Company or any Company Subsidiary to the conduct of its respective business and/or the ownership or operation of its assets; and (xxviii) any Contract relating to any outstanding written commitment to enter into any Contract or agreement of the type described in subsections (i) through (xxvii) above. (b) Neither the Company, any Company nor Subsidiary, nor, to the Knowledge of the Company, any Subsidiary other party, is in, or, has received any written notice of any, violation 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 Contract. A copy of each Material Contract has previously been made available to Buyer. Each Material Contract is a valid and binding agreement of the Company or a Company Subsidiary, as applicable, and is in full force and effect (except to the extent such Material Contract expires after the Agreement Date in accordance with its terms), and is enforceable against the Company or a Company Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally, or (ii) as limited by general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law. The Company and each Company Subsidiary has performed all material obligations required to be performed by them under the Material Contracts, and each other party thereto has, to the Knowledge of the Company, performed all material obligations required to be performed by such party. To the Knowledge of the Company, no counterparty to any Material Contracts is in default under or in any dispute with respect to any Material Contract, nor has any event that occurred which, with notice or lapse of time, time or both, would constitute a default by any such party under any such Material Contract. (c) Except as set forth in Section 3.10(c) of the Disclosure Schedule, no party to any Material Contract has notified the Company and or any Company Subsidiary in writing of (i) a material decrease in the Subsidiaries under volume of receipts or purchases from or deliveries or sales of products or services to the Company or any Material ContractCompany Subsidiary, except (ii) a material decrease in price that any such party is willing to pay for products or services of the Company or any Company Subsidiary, (iii) a material increase in the price that any such defaults that are no longer continuing party would charge for products or would not reasonably be expected services sold to have a Material Adverse Effectthe Company or any Company Subsidiary, or (iv) the bankruptcy or liquidation of any such party.

Material Contracts. (a) Section 3.17(a) of the Company Disclosure Schedule 5.13(alists (i) sets forth all material Contracts, including all amendments thereto (within the meaning of Item 601(10) of Regulation S-K) of the Company and its subsidiaries that have not been filed as exhibits to the SEC Reports and (ii) each of the following Contracts to which the Company or any of the Subsidiaries its subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”):party: (i) Contracts with any Stockholders Contract that purports to limit, curtail or any current officer or director restrict the ability of the Company or any of its existing or future subsidiaries or affiliates to compete in any geographic area or line of business or restrict the Subsidiaries Persons to whom the Company or any Affiliate of its existing or future subsidiaries or affiliates may sell products or deliver services; (ii) Contract relating to the research and development and clinical trials conducted or to be conducted for or on behalf of the Company and its subsidiaries; (iii) customer Contract providing for or otherwise involving the payment of credits, rebates, discounts or other than a Subsidiarysimilar allowances; (iv) partnership or joint venture agreement; (v) Contract for the acquisition, sale or lease of material properties or assets (by merger, purchase or sale of stock or assets or otherwise) entered into since January 1, 2005; (vi) Contract with any (x) Governmental Authority or (y) director or officer of the Company or any of its subsidiaries or any affiliate of the StockholdersCompany; (iivii) Contracts with any labor union loan or association representing any employee of credit agreement, mortgage, indenture, note or other Contract or instrument evidencing Indebtedness by the Company or any of its subsidiaries or any Contract or instrument pursuant to which Indebtedness may be incurred or is guaranteed by the SubsidiariesCompany or any of its subsidiaries; (iiiviii) Contracts for the sale financial derivatives master agreement or confirmation, or futures account opening agreements and/or brokerage statements, evidencing financial hedging or similar trading activities; (ix) voting agreement, registration rights agreement or stockholders agreement; (x) mortgage, pledge, security agreement, deed of trust or other Contract granting a Lien on any of the material property or assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Businessits subsidiaries; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements customer, client or supply Contract that is reasonably likely to involve consideration in fiscal year 2007 or fiscal year 2008 in excess of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiaries.$50,000; (bxii) Neither the Company nor any Subsidiary has received any written notice Contract (other than customer, client or supply Contracts) that involves consideration (whether or not measured in cash) of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material greater than $250,000; (xiii) collective bargaining Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.;

Material Contracts. (a) Schedule 5.13(a4.17(a) sets forth all of the Disclosure Schedules lists each of the following Contracts to which contracts and agreements of the Company and its Subsidiaries (such contracts and agreements as described in this Section 4.17(a) being "Material Contracts"): (i) all contracts or agreements that provide for payment or receipt by the Company or any of the its Subsidiaries is a party of more than $500,000 per year, including any such contracts and agreements with customers or by which it is bound (collectively, the “Material Contracts”):clients; (iii) Contracts with any Stockholders all contracts and agreements relating to indebtedness for borrowed money; (iii) all contracts and agreements that limit or any current officer or director purport to limit the ability of the Company or any of the its Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any person Person or in any geographical geographic area or covenants during any period of time; (iv) all material joint venture, partnership or similar agreements or arrangements; (v) any other person not guarantee or indemnification agreement; (vi) any agreement with any "business associates" as such term is defined in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"); (vii) any Medicaid or Medicare provider agreements; (viii) any agreement, contract or commitment currently in force relating to compete with the disposition or acquisition by the Company or any of its Subsidiaries after the Subsidiaries date hereof of any assets not in any line the ordinary course of business or in any geographical area; (viii) Contracts under pursuant to which the Company or any of the its Subsidiaries has made advances any ownership interest in any corporation, partnership, joint venture or loans to any other Personbusiness enterprise; (ix) Contracts providing for severance, retention, change in control any settlement agreement that includes continuing obligations or other similar paymentsrestrictions on the Company or any of its Subsidiaries; (x) Contracts any contract, agreement or commitment for the employment capital expenditures having a remaining balance in excess of any individual on a full-time, part-time or consulting or other basis; and$250,000; (xi) outstanding any software licenses that are material to the business and operations of the Company and its Subsidiaries, taken as a whole (xii) any contract or agreements of guaranty, surety or indemnification, direct or indirect, by that will be in full force and effect after the Closing between the Company or any of its Subsidiaries, on the one hand, and (A) any Affiliate of the Company, (B) any director, officer or employee of the Company or its Subsidiaries or (C) any other person not at arm's length to the Company, on the other hand; and (xiii) any other contract or agreement that is material to the Company and its Subsidiaries, taken as a whole. (b) Each Material Contract is valid and binding, in all material respects, on the Company or the applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the counterparties thereto, and is in full force and effect in all material respects. Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of timeits Subsidiaries is in breach of, or bothdefault under, would constitute a default by the Company and the Subsidiaries under any Material ContractContract to which it is a party, except for such breaches or defaults that are no longer continuing would not, individually or would not in the aggregate, reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(aPart 2.11(a) sets forth all of the following Contracts Company Disclosure Schedule lists each Contract in effect as of the Execution Date to which the any Acquired Company or any of the Subsidiaries is a party or by which it is any of its properties or assets are otherwise bound in the following categories (collectivelysuch Contracts required to be disclosed under Part 2.11(a) of the Company Disclosure Schedule, the “Material Contracts”): (i) Contracts with any Stockholders Contract (or group of related Contracts) that require future payments by or to any current officer Acquired Company in excess of $50,000 in any Calendar Year, including any Contract (or director group of related Contracts) for the purchase or sale of real property, raw materials, goods, commodities, utilities, equipment, supplies, products or other personal property, or for the provision or receipt of services, including any Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the StockholdersService Provider Agreement; (ii) (A) any Contract relating to the acquisition or disposition by any Acquired Company of any operating business or assets; (B) any Contract relating to the acquisition or disposition by any Acquired Company of any operating business or assets under which any Acquired Company has any executory covenants or indemnification or other obligations or rights (including put or call options); or (C) any Contract under which any Acquired Company has any indemnification obligations, other than any such Contracts entered into in the ordinary course of business (including clinical trial agreements, service agreements and research and development agreements with universities and other academic institutions); (A) any labor union guaranty, surety or association representing performance bond or letter of credit issued or posted, as applicable, by any employee Acquired Company; (B) any Contract evidencing or relating to Debt of the any Acquired Company or providing for the creation of or granting any Lien upon any of the Subsidiaries; (iii) Contracts for the sale property or assets of any Acquired Company (excluding Permitted Encumbrances); (C) any Contract (1) relating to any loan or advance to any Person which is outstanding as of the assets of the Company or any of the Subsidiaries Execution Date (other than immaterial advances to employees and consultants in the Ordinary Course ordinary course of Businessbusiness consistent with past practices) or (2) obligating or committing any Acquired Company to make any such loans or advances; and (D) any currency, commodity or other hedging or swap Contract; (iv) Contracts relating (A) any Contract creating or purporting to the acquisition by the Company create any partnership or joint venture or any sharing of the Subsidiaries of profits or losses by any operating business Acquired Company with any Third Party; or the capital stock of (B) any Contract that provides for “earn-outs” or other Personcontingent payments by or to any Acquired Company; (v) Contracts relating to the incurrence of Indebtednessany collective bargaining agreement or similar Contract with any trade union, works council or the making of any loansother labor organization; (vi) Contracts any employment agreement or consulting agreement involving annual base salary and bonus payments in excess of $100,000 in the aggregate, other than offer letters for joint venturesat-will employees without severance or proprietary information agreements materially similar to the Acquired Companies’ existing form, strategic alliances or partnershipsa copy of which has been made available to Parent; (vii) Contracts containing covenants any Contract relating to any bonus, incentive compensation, severance benefit, change in control benefit, long-term incentive plan, retention, pension, profit-sharing, retirement, or other form of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical areadeferred compensation plan; (viii) Contracts under which the any Contract that is a settlement, conciliation, or similar agreement with any Governmental Body or that imposes any monetary or other material obligations upon any Acquired Company or any of the Subsidiaries has made advances or loans to any other PersonGovernmental Body; (ix) Contracts providing for severance, retention, change in control or other similar paymentsany Contract under which any Governmental Body has any material rights related to material assets of the Company; (x) Contracts for (A) any Contract containing covenants restricting competition which have the employment effect of prohibiting any Acquired Company or, after the Closing, Parent or the Surviving Entity from engaging in any business or activity in any geographic area or other jurisdiction, other than in connection with this Agreement; (B) any Contract in which any Acquired Company has granted “exclusivity” or that requires any Acquired Company to deal exclusively with, or grant exclusive rights or rights of first refusal to, any customer, vendor, supplier, distributor, contractor or other Person or that is a requirements contract; (C) any Contract that includes minimum purchase conditions or other requirements, in either case that exceed $50,000 in any Calendar Year to the extent the Contract is not terminable without penalty on 90 days’ or shorter notice; or (D) any Contract containing a “most-favored-nation,” “best pricing” or other similar term or provision by which another party to such Contract or any other Person is, or could become, entitled to any benefit, right or privilege which, under the terms of such Contract, must be at least as favorable to such party as those offered to another Person; (xi) any Contract with a Major Supplier; (xii) any Contract involving a sales agent, representative, distributor, reseller, middleman, marketer, broker, franchisor or similar Person who is entitled to receive commissions, fees or markups related to the provision or resale of goods or services of any individual on a full-timeAcquired Company; (xiii) any Contract involving commitments to make capital expenditures or to Contract, part-time purchase or consulting sell assets involving $50,000 or more individually; (xiv) any lease, sublease, rental or occupancy agreement, license, installment, and conditional sale agreement or agreement under which any Acquired Company is lessee or lessor of, or owns, uses or operates any leasehold or other basisinterest in any real or personal property; (xv) any Inbound License, Outbound License, or Other IP Contract; (xvi) any power of attorney granted by any Acquired Company that is currently in effect; and (xixvii) outstanding agreements any Contract not otherwise listed or required to be listed in Part 2.11(a) of guaranty, surety or indemnification, direct or indirect, by the Company Disclosure Schedule that, if terminated, or any of the Subsidiariesif expired without being renewed, would have a Company Material Adverse Effect. (b) Neither With respect to each Material Contract listed in Part 2.11(a) of the Company nor any Subsidiary has received any written notice Disclosure Schedule: (i) such Material Contract is binding and enforceable against the Acquired Companies and, to the Company’s Knowledge, against each party thereto other than the Acquired Companies in accordance with its terms, subject to (A) laws of any general application relating to bankruptcy, insolvency and the relief of debtors, and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies; and (ii) no Acquired Company is in material breach or material default or event that of such Material Contract or, with the giving of notice or lapse the giving of timenotice and passage of time without a cure would be, in material breach or both, would constitute a material default by the Company and the Subsidiaries under any of such Material Contract, except for and, to the Company’s Knowledge, no other party to such defaults Material Contract is in material breach or material default of such Material Contract. The Acquired Companies have made available to Parent or its counsel true, correct and complete copy of each such Material Contract (or, with respect to any oral Material Contract, a written description of the terms thereof). (c) No Third Party to any Material Contract has indicated to an Acquired Company in writing or, to the Company’s Knowledge, orally that are no longer continuing it desires to materially modify, renew, renegotiate or would not reasonably be expected cancel any Material Contract to have which it is a Material Adverse Effectparty.

Material Contracts. (a) Schedule 5.13(aSection 3.17(a) sets forth all of the Company Disclosure Letter lists the following respective Contracts (other than any Company Plan) in effect as of the date of this Agreement (including all material amendments and supplements) to which the Company or any of the Subsidiaries Company Subsidiary is a party or by which it (provided, however, that the Company Material Contracts will be deemed to include, without requirement of listing, any “material contract” (as such term is bound used in Item 601(b)(10) of Regulation S-K of the SEC) that is filed as an exhibit to the Company Reports filed with the SEC prior to the date of this Agreement, other than any Company Plan), such Contracts as are required to be set forth in Section 3.17(a) of the Company Disclosure Letter, any Company Real Property Lease, and any “material contract” (collectivelyas such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) collectively being, the “Company Material Contracts”):: (i) all Contracts with any Stockholders or any current officer or director of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than excluding purchase orders issued in the Ordinary Course ordinary course of Business; (ivbusiness) Contracts relating to the acquisition for purchases by the Company or any of the Company Subsidiaries in excess of any operating business or $15,000,000 during the capital stock of any other Person12-month period ended December 31, 2018; (vii) all Contracts relating to (excluding purchase orders issued in the incurrence ordinary course of Indebtednessbusiness) involving a customer or a distributor and providing for payments to, or the making of any loans; (vi) Contracts for joint venturesreceipts by, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Company Subsidiaries not in excess of $15,000,000 during the 12-month period ended December 31, 2018; (iii) all Contracts to which any Governmental Authority is a party entered into since December 31, 2016; (iv) all Contracts that (i) materially limit or purport to materially limit the ability of the Company or any Company Subsidiary, or, upon the consummation of the Merger, Parent or any Subsidiary of Parent (a “Parent Subsidiary”), to compete with any Person, in any line of business, market or field, or develop, sell, supply, manufacture, market, distribute, or support any material product or service, in each case, in any geographic area or during any period of time or (ii) subject the Company or any Company Subsidiary or Parent or any of its Subsidiaries to any material “most-favored nation” right; (v) any Contract providing for the disposition or acquisition by the Company or any Company Subsidiary directly or indirectly (by merger, license or otherwise) of assets or equity ownership interests for consideration in excess of $15,000,000 (other than acquisitions of inventory in the ordinary course of business consistent with past practice) or containing material “earn-out” provisions or other material contingent payment obligations; (vi) any mortgages, indentures, guarantees, loans, credit agreements, security agreements or other Contracts in excess of $1,000,000 relating to Indebtedness, other than (A) accounts receivables and payables, and (B) loans to or guarantees for direct or indirect wholly owned Company Subsidiaries, in each case, in the ordinary course of business consistent with past practice; (vii) all Contracts establishing or otherwise providing for revenue, cost or profit-sharing joint ventures (whether in partnership, limited liability company or other organizational form); (viii) all Contracts (excluding licenses for commercially available computer components or software that are generally available on nondiscriminatory pricing terms) under which the Company or any Company Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any Patents) with respect to any Intellectual Property of a Third Party embodied in or necessary for the use of any Company Product and which Contract is material to the Company and the Company Subsidiaries, taken as a whole; (ix) all material Contracts (excluding non-exclusive licenses relating to sales, testing and evaluation of Company Products in the ordinary course of business or licenses for commercially available computer components or software that are generally available on nondiscriminatory pricing terms) under which the Company or any Company Subsidiary has granted to a Third Party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any Patents) with respect to any material Intellectual Property of the Company or any Company Subsidiary; (x) all Contracts entered into since December 31, 2016, in connection with the settlement or other resolution of any Action that has any material continuing obligation (other than confidentiality obligations), liability or restriction on the part of the Company or the Company Subsidiaries; (xi) any Contract for capital expenditures requiring future payments by the Company or the Company Subsidiaries in excess of $15,000,000 with respect to any project or series of projects; (xii) any Contract that contains any provisions requiring the Company or any Company Subsidiary to indemnify any other party (excluding indemnities contained in agreements in connection with the purchase, sale or license of Company Products or indemnities in connection with receipt of products or services from vendors in the ordinary course of business), which indemnity is material to the Company and the Company Subsidiaries, taken as a whole; (xiii) any Contract under which the Company or any Company Subsidiary has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in any Person in excess of $1,000,000; and (xiv) any Contract (A) restricting or otherwise relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any person in preemptive right, right of participation, right of maintenance or any geographical area similar right with respect to any Company Securities or covenants of any other person not to compete with (C) providing the Company or any of the Company Subsidiaries in with any line right of business first refusal with respect to, or in right to purchase or otherwise acquire, any geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans securities, other than with respect to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, investments by the Company or in an amount less than $5,000,000 in any of the SubsidiariesPerson. (b) Neither Except as would not reasonably be expected to be material to the Company nor and the Company Subsidiaries, as a whole, each Company Material Contract is a legal, valid and binding agreement and, to the knowledge of the Company, is in full force and effect and enforceable in accordance with its terms (except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Subsidiary proceeding therefor may be brought). Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, as a whole, (i) the Company or the Company Subsidiary, as applicable, is not in default under any Company Material Contract, has received not committed or failed to perform any written notice of any default act that, and no circumstances exist and no event has occurred that, with or event that with notice or without notice, lapse of time, or both, would constitute a default by under or would result in the acceleration of any obligation or loss of a benefit of the Company or a Company Subsidiary pursuant to, result in the creation of a Lien on any property or asset of the Company or any Company Subsidiary pursuant to, or give rise to a right of termination or cancellation pursuant to the Company Material Contract and (ii) to the Subsidiaries under knowledge of the Company, no other party is in breach or violation of, or default under, any Company Material Contract. The Company has made available to Parent true and complete copies of all Company Material Contracts, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effectincluding any material amendments and supplements thereto.

Material Contracts. (a) Section 4.18(a) of the Company Disclosure Schedule 5.13(a) sets forth all of the following Contracts contracts, undertakings, commitments, licenses or agreements, written or verbal, to which the Company or any of the its Subsidiaries is a party or by which it is bound are applicable to any of their respective assets or properties, in each case as of the date hereof (collectivelytrue and complete copies (or written summaries, if verbal) of which have been made available to Parent prior to the date hereof) (each a “Material ContractsContract”): (i) Contracts with contracts requiring annual expenditures by or liabilities of any Stockholders party thereto in excess of $100,000 which have a remaining term in excess of ninety (90) days and are not cancelable (without material penalty, cost or any current officer or director other liability) within ninety (90) days; (ii) contracts containing covenants limiting the ability of the Company or any of the its Subsidiaries or other Affiliates of the Company (including Parent and its Affiliates after the Effective Time) to engage in any Affiliate line of business or compete with any person, in any market or line of business, or operate at any geographic location or solicit the employment of any Person or hire any Person in any market or line of business or in any geographic location; (iii) promissory notes, loans, agreements, indentures, evidences of indebtedness or other than a Subsidiary) instruments and contracts providing for the borrowing or lending of money, whether as borrower, lender or guarantor, and any agreements or instruments pursuant to which any cash of the Company or any of its Subsidiaries is held in escrow or its use by the StockholdersCompany and its Subsidiaries is otherwise restricted; (iiiv) Contracts with all contracts pursuant to which any labor union material property or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the its Subsidiaries is, or may become subject to, a Lien (other than in the Ordinary Course of BusinessPermitted Liens); (ivv) Contracts relating joint venture, alliance, affiliation or partnership agreements or joint development or similar agreements pursuant to the acquisition by which any third party is entitled to develop or market any products or services on behalf of, or together with, the Company or any of its Significant Subsidiaries or receive referrals of business from, or provide referrals of business to, the Subsidiaries Company or any of any operating business its Significant Subsidiaries; (vi) contracts for the acquisition or sale, directly or indirectly (by merger or otherwise) of material assets (whether tangible or intangible) or the capital stock of another Person, including, without limitation, contracts for any other Person; such completed acquisitions or sales pursuant to which an “earn out” or similar form of obligation (vwhether absolute or contingent) Contracts relating is pending or for which there are any continuing indemnification or similar obligations, in each case excluding any such contract enter into prior to January 1, 2000 and with respect to which there are no remaining obligations on the incurrence of Indebtedness, or the making party of any loans; party (vi) Contracts for joint venturesincluding, strategic alliances or partnershipswithout limitation, any indemnification obligations); (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts contracts under which the Company or any of the its Subsidiaries has made advances granted any exclusive rights; (viii) any interest rate or loans to currency swaps, caps, floors or option agreements or any other Person;interest rate or currency risk management arrangement or foreign exchange contracts; Table of Contents (ix) Contracts providing for severanceall licenses, retentionsublicenses, change in control consent, royalty or other similar paymentsagreements with any Third Party concerning the trademarks and trade names of the Company and its Subsidiaries; (x) Contracts for contracts with, or commitments to, Affiliates of the employment Company that are set forth in Section 4.22 of any individual on a full-time, part-time or consulting or other basisthe Company Disclosure Schedule; and (xi) outstanding agreements contracts with “change of guaranty, surety control” or indemnification, direct or indirect, similar provisions which would be triggered by the Company Merger or any of the Subsidiariesother transactions contemplated hereunder. (b) Neither the Company nor any Subsidiary of its Subsidiaries is, or has received any notice that any other party is, in breach, default or violation or is unable to perform in any respect (each a “Default”) under any Material Contract (and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Knowledge of the Company, through the action or inaction of any third parties, which with notice or the lapse of time or both would constitute or give rise to a Default), except for those Defaults which would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice of any default or event that with notice or lapse of timethe termination of, or bothintention to terminate, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults notices or terminations that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth on Section 4.18(b) of the Company Disclosure Schedule, no Claims for indemnification under any purchase or sale agreement has been made by or against the Company or any of its Subsidiaries since January 1, 2000 and there are no longer continuing or such Claims outstanding or, to the Knowledge of the Company, threatened, except for any Claims first asserted after the date of this Agreement that would not reasonably be expected likely to have have, individually or in the aggregate, a Company Material Adverse Effect.

Material Contracts. (a) Section 4.17(a) of the Company Disclosure Schedule 5.13(a) sets forth all a true, correct and complete list, as of the following Signing Date, of all Contracts to which the Company or any of the Subsidiaries Company Subsidiary is a party or by which it is bound by falling within the following categories and existing as of the Signing Date (such Contracts required to be listed on Section 4.17(a) of the Company Disclosure Schedule and, as of the Closing any other Contract in existence that would have been required to be disclosed pursuant to Section ‎4.17‎(a) if in existence on the Signing Date, collectively, the “Material Contracts”): (i) Contracts with any Stockholders Contract, the performance of which (A) involved payments by the Company or the Company Subsidiaries in the aggregate in excess of $2,000,000 during calendar year 2020 or that would reasonably be expected to be in excess of $2,000,000 during calendar year 2021 or (B) involved payments to the Company or the Company Subsidiaries in the aggregate in excess of $2,000,000 during calendar year 2020 or that would reasonably be expected to involve payments in excess of $2,000,000 during calendar year 2021 (in each case, other than purchase or service orders accepted, confirmed or entered into in the Ordinary Course of Business); (ii) any current officer or director Contract for the voting of equity securities of the Company or any of the Subsidiaries Company Subsidiaries; (iii) any Contract with a Top 10 Vendor or any Affiliate Top Customer (other than a Subsidiary) purchase or service orders accepted, confirmed or entered into in the Ordinary Course of the Company or any of the StockholdersBusiness); (iiiv) Contracts any employment Contract with any labor union or association representing any employee of the Company or any of the SubsidiariesCompany Subsidiaries that provides for annual base compensation in excess of $300,000; (iiiv) Contracts for the sale of any of the assets of collective bargaining Contract; (vi) any Contract pursuant to which (A) the Company or any of the Subsidiaries Company Subsidiary grants any right, license or covenant not to s▇▇ with respect to any Company Owned IP (other than non-exclusive licenses (or sublicenses) of Company Owned IP granted in the Ordinary Course of Business; ) or (ivB) Contracts relating to the acquisition by the Company or any Company Subsidiary obtains any right, license or covenant not to s▇▇ with respect to any Company Licensed IP (other than licenses for commercially available, “off-the-shelf” Software, commercially available service agreements related to Business Systems or non-exclusive licenses from suppliers and customers granted in the Ordinary Course of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnershipsBusiness); (vii) Contracts containing covenants of the Company or any of the Subsidiaries Contract that (A) (1) contains a covenant not to compete in any line of business or with any person in any geographical area or covenants of any other person business, (2) contains a covenant not to compete with solicit persons for employment (other than customary covenants not to solicit persons for employment in non-disclosure agreements and confidentiality agreements entered into in the Ordinary Course of Business), (3) grants exclusive or preferential rights or “most favored nations” status to any person, or (4) obligates the Company or any of the Company Subsidiaries to purchase or obtain a minimum or specified amount of any product or service in excess of $2,000,000 in the aggregate during any line calendar year, or (B) prohibits the Company or any of business the Company Subsidiaries from soliciting any customers or in any geographical areastrategic partners; (viii) Contracts any Contract under which the Company or any of the Company Subsidiaries has made advances (A) created, incurred, assumed or loans guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money, (B) granted a Lien (other than a Permitted Lien) on its assets or group of assets, whether tangible or intangible, to secure any indebtedness for money borrowed, (C) extended credit to any Person (other Person; than pursuant to Contracts (ix1) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment involving immaterial advances made to an employee of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Company Subsidiaries or (2) for goods and services, in each case, in the Ordinary Course of Business) or (D) granted a material performance bond, letter of credit or any other similar instrument, in each case, in excess of $250,000; (ix) any Contract with any Governmental Authority; (x) any Contract with a Related Party (other than the Plans or Contracts for compensation for services performed by a Related Party as director, officer, service provider or employee of the Company or any of the Company Subsidiaries and amounts reimbursable for routine travel and other business expenses in the Ordinary Course of Business); (xi) each Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) that contains financial covenants, indemnities or other payment obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the making of payments by the Final Surviving Company and its Subsidiaries after the Closing Date (other than customary contingent obligations to make indemnification payments to the counterparty for breaches of representations, warranties and covenants where no claim for indemnification has been asserted or threatened to be asserted); (xii) any Contract establishing any joint venture, strategic alliance, partnership or other material collaboration; (xiii) any Contract involving any resolution or settlement of any actual or threatened Action under which the Company or any of the Company Subsidiaries has any ongoing non-monetary obligations (other than customary confidentiality or similar provisions) or monetary obligations in excess of $250,000; (xiv) any Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any properties, assets or businesses of the Company or any of the Company Subsidiaries; and (xv) any Contract that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant. (b) Neither (i) True and complete copies of each Material Contract as of the Signing Date have been made available to Parent, (ii) each Material Contract is a legal, valid and binding obligation of the Company or Company Subsidiary party thereto and is enforceable against the Company or any Company Subsidiary, as applicable, and, to the knowledge of the Company, is a legal, valid and binding obligation of each other party to such Material Contract and is enforceable against such other party thereto in accordance with its terms, subject to the Remedies Exceptions, (iii) none of the Company, the Company Subsidiaries or, to the knowledge of the Company, any other party to a Material Contract is in material default or material breach of a Material Contract and neither the Company nor any of the Company Subsidiaries has received any written claim or written notice of any material default or material breach of a Material Contract, (iv) to the knowledge of the Company, there does not exist any event, condition or omission that would constitute a material default or material breach (whether by lapse of time or notice or both) under any Material Contract, (v) neither the Company nor any Company Subsidiary has received any written notice of any default termination or event that cancellation with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under respect to any Material Contract, except for such defaults (vi) to the knowledge of the Company, there does not exist any circumstance, event, condition or omission that are no longer continuing or would not reasonably be expected cause any other party to have a Material Adverse EffectContract to (A) terminate such Material Contract or (B) materially reduce the amount of business it will do with the Company or the applicable Company Subsidiary under such Material Contract and (vii) no other party to a Material Contract has expressed an intention in writing or, to the knowledge of the Company, orally to materially reduce the amount of business it will do with the Company or the applicable Company Subsidiary.

Material Contracts. (a) Schedule 5.13(a2.7(a) sets forth all to the Disclosure Letter identifies each of the following Contracts to which the Company or any of the Subsidiaries Company Subsidiary is a party as of the Agreement Date or by which it is the Company, any Company Subsidiary, or any of their respective assets or properties are bound as of the Agreement Date (collectivelyeach such Contract, whether or not identified on Schedule 2.7(a) to the Disclosure Letter, a “Material ContractsContract”): (i) Contracts any Contract with a Significant Customer and Distributor; (ii) any Stockholders Contract with a Significant Supplier; (iii) any Contract for the purchase, sale, manufacture or license of components, materials, supplies, equipment, parts, subassemblies, services, software, Intellectual Property Embodiments, or other assets involving in the case of any such individual Contract more than $100,000 paid by or to the Company or any current officer Company Subsidiary over the remaining life of such Contract; (iv) any Contract (involving in the case of any such individual Contract more than $50,000 paid by or director to the Company or any Company Subsidiary over the remaining life of such Contract) that expires, or may be renewed at the option of any Person other than the Company so as to expire, more than one (1) year after the Agreement Date; (v) any Contract creating or otherwise relating to Indebtedness; (vi) any Contract limiting the freedom of the Company or any Company Subsidiary to solicit or hire any individual or engage or participate, or compete with any other Person, in any line of business, market, or geographic area, or otherwise limiting the Subsidiaries or any Affiliate (other than a Subsidiary) right of the Company or any of the StockholdersCompany Subsidiary to sell, distribute, or manufacture any Company Products or to purchase or otherwise obtain any software, components, parts, subassemblies, or services; (iivii) Contracts with any labor union Contract granting to a third party most favored nation pricing or association representing any employee of the Company or any of the Subsidiariessimilar provisions; (iiiviii) Contracts for any Contract granting any exclusive rights with respect to the sale Company Products or Company Intellectual Property Rights of any of the assets of the Company type or scope to any of the Subsidiaries other than in the Ordinary Course of BusinessPerson; (ivix) Contracts relating any Contract granting rights of refusal, rights of first negotiation, or similar rights or terms to the acquisition by any Person; (x) any Contract pursuant to which the Company is a lessor or lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures, or other personal property involving in excess of $100,000 per annum; (xi) any Contract of guarantee, support, indemnification (other than Intellectual Property Rights infringement or misappropriation indemnification commitments and other similar indemnity provisions in the Subsidiaries Company’s or any Company Subsidiary’s standard form of customer agreement provided to Acquiror and contained in Contracts referenced in Section 2.7(a)(xix)), assumption or endorsement of, or any operating business similar commitment with respect to, the Liabilities or the capital stock Indebtedness of any other Person; (vxii) Contracts relating to the incurrence of Indebtednessany license, sublicense, or other Contract as to which the making Company or any Company Subsidiary is a party and pursuant to which any Person is authorized to use any Company Intellectual Property Rights or Company Product, excluding Contracts for the sale of the Company Product entered into on the Company’s or any loansCompany Subsidiary’s standard form of agreement provided to Acquiror; (vixiii) any license, sublicense, assignment, or other Contract to which the Company or any Company Subsidiary is a party and pursuant to which the Company or any Company Subsidiary acquired or is authorized to use any Third Party Intellectual Property Rights, other than Contracts for joint venturesthe license of commercially available, strategic alliances unmodified off-the-shelf Software that is not redistributed with or partnershipsmaterial to the development or provision of the Company Products pursuant to standard terms and conditions having annual license or subscription fees of less than $25,000; (viixiv) Contracts containing covenants any license, sublicense, or other Contract pursuant to which the Company or any Company Subsidiary has agreed to any restriction on the right of the Company or any of the Subsidiaries not Company Subsidiary to compete in use or enforce any line of business Company Intellectual Property Rights or with any person in any geographical area or covenants of any other person not pursuant to compete with the Company or any of the Subsidiaries in any line of business or in any geographical area; (viii) Contracts under which the Company or any Company Subsidiary agrees to encumber or transfer ownership of any Company Intellectual Property Rights; (xv) any Contract providing for the development of any Software, content, technology, or Intellectual Property Embodiment, independently or jointly, by or for the Company or any Company Subsidiary; (xvi) any Contract to license or authorize any third party to manufacture or reproduce any of the Subsidiaries has made advances Company Products or loans technology of the Company or any Company Subsidiary, or any Company Intellectual Property Embodiment; (xvii) any Contracts relating to the membership of, or participation by, the Company or any Company Subsidiary in, or the affiliation of the Company or any Company Subsidiary with, any industry standards group or association, including any Contract with a foundry or component suppliers of the Company Products; (xviii) (A) any joint venture Contract, (B) any Contract that involves a sharing of revenues, profits, cash flows, expenses, or losses with other Persons, or (C) any Contract that involves the payment of royalties to any other Person; (ixxix) any agreement of indemnification or warranty or any Contract containing any support, maintenance, or service obligation on the part of the Company or any Company Subsidiary (other than in connection with Contracts providing for severance, retention, change in control related to the sale of Company Product entered into on the Company’s or other similar paymentsany Company Subsidiary’s standard form of agreement provided to Acquiror); (xxx) Contracts any Contract for the employment or engagement of any individual director, officer, employee, consultant, or independent contractor of the Company or any Company Subsidiary or any other type of Contract with any director, officer, employee, consultant, or independent contractor of the Company or any Company Subsidiary that is not immediately terminable by the Company or a Company Subsidiary without cost or Liability, including any Contract requiring (whether alone or in conjunction with another event) the Company or any Company Subsidiary to make a payment to any director, officer, employee, consultant, or independent contractor on a full-timeaccount of the transactions contemplated hereby or any Contract that is entered into in connection with this Agreement, part-time or consulting in each case excluding any payments to the extent made pursuant to Legal Requirements; (xxi) any Contract with any labor union, works council, trade union, or other basis; andrepresentative of employees, including any collective bargaining agreement or other Contract with any employees or representative of employees; (xixxii) outstanding agreements of guarantyany Contract with any investment banker, surety broker, advisor or indemnificationsimilar party, direct or indirectany accountant, legal counsel or other Person retained by the Company or any Company Subsidiary, in connection with this Agreement and the transactions contemplated hereby; (xxiii) any Contract pursuant to which the Company or any Company Subsidiary has acquired a business or entity, or assets of a business or entity, whether by way of merger, consolidation, purchase of stock or shares, purchase of assets, license, or otherwise, or any Contract pursuant to which it has any ownership interest in any other Person; (xxiv) any Contract with any Governmental Entity; (xxv) any confidentiality, secrecy, or non-disclosure Contract material to business of the SubsidiariesCompany other than the Confidentiality Agreement and other than any such Contract entered into with customers and distributors, or by prospective customers and distributors, in the ordinary course of business; (xxvi) any settlement agreement; (xxvii) any Contract containing a “change of control” or similar provision; (xxviii) any Contract for the purchase, sale or lease of any Property; or (xxix) any outstanding loan, advance or investment by the Company, or any agreement or commitment relating to the making of such loan, advance or investment (excluding trade receivables and advances to employees for normally incurred business expenses each arising in the ordinary course of business consistent with past practice). (b) All Material Contracts are in written form. The Company and each Company Subsidiary (as appropriate) has performed all of the material obligations required to be performed by it and, to the Knowledge of the Company, is entitled to all benefits under each Material Contract. Neither the Company, any Company nor Subsidiary, or, to the Knowledge of the Company, any Subsidiary other contracting party thereto is in breach of, or default, in any material respect, under any Material Contract. The Company has not received any written notice or, to the Knowledge of the Company, any other communication regarding any actual or possible violation or breach of, default or event that with notice or lapse of timeunder, or both, would constitute a default by the Company and the Subsidiaries under intention to cancel or materially modify any Material Contract. (c) Each of the Material Contracts is in full force and effect and constitutes a legal, valid, and binding agreement of the Company or such Company Subsidiary, and to the Company’s Knowledge, each Material Contract is a legal, valid, and binding agreement of any other party thereto, in each case, subject to Creditors’ Rights and except for to the extent it has previously expired pursuant to its terms. Immediately following the Effective Time, each Material Contract shall remain a legal, valid, and binding agreement of the Company or such defaults that are no longer continuing Company Subsidiary and, to the Knowledge of the Company, each other party thereof, enforceable against the Company or would not reasonably be expected such Company Subsidiary in accordance with its respective terms and, to the Knowledge of the Company, enforceable against each other party thereto in accordance with its respective terms subject, in each case, to Creditors’ Rights and except to the extent it has previously expired pursuant to its terms. (d) Accurate and complete copies of each Material Contract, together with all material amendments and supplements thereto and all material waivers of any terms thereof, have a Material Adverse Effectbeen provided to Acquiror prior to the Agreement Date.

Material Contracts. Schedule 2.2(n) hereto sets forth a complete and accurate list and compilation of all material: (i) Contracts with respect to the provision of health care services, including all contracts between third party payors and any Company or any Shareholder; (ii) Licenses, leases, contracts and other arrangements with respect to any material property of any Company; (iii) Contracts (written or unwritten) with respect to which any Company has any liability or obligation, contingent or otherwise, involving more than $10,000 or which may otherwise have any continuing effect after the Closing, or which place any material limitation on the method of conducting or the scope of the Business; (iv) Contracts of any Company with directors, officers, employees, agents and/or consultants of the Company or the spouses or relatives of such persons; (v) Compensation arrangements for all employees and consultants including rates of pay and other benefits and the amounts of compensation and other benefits accrued as of a recent date; (vi) Agreements, contracts or instruments relating to the borrowing of money, or the guaranty of any obligation for the borrowing of money; (vii) Contracts between officers, directors or employees of any Company and any other person or entity which purport to restrict any Company's business activities or use of information in the Business, including without limitation any covenant not to compete; (viii) All agreements relating to any securities of any Company or rights in connection therewith; and (ix) Any contracts, leases or other agreements referred to in any other Schedule hereunder, and any other material contracts, instruments, commitments, plans or arrangements of any Company. All the foregoing are herein called "Material Contracts." Schedule 2.2(n) includes with respect to each Material Contract the names of the parties, the date thereof, its title or other general description. Copies of all written Material Contracts have been delivered to FNEDC or its counsel or accountants. Each Material Contract sets forth the entire arrangement and understanding between the respective Company and the respective third parties with respect to the subject matter thereof and, except as indicated in such Schedule, there have been no amendments or side or supplemental arrangements to or in respect of any Material Contract. Each Company has furnished to FNEDC true and correct copies of all Material Contracts as currently in effect, and will furnish any further information that FNEDC may reasonably request in connection therewith. Each Material Contract is valid and in full force and effect, and each Company has performed all material obligations required to be performed by it thereunder. Prior to the filing contemplated by Section 4.1(c) hereof, no Company was at any time or is in material default under or in material breach or material violation of (a) Schedule 5.13(aits Certificate of Incorporation or Bylaws, or (b) sets forth all to each Shareholder's best knowledge, any Material Contract, or (c) any other agreement, indenture, deed of trust, mortgage, instrument, lease, order, judgment, writ, injunction, decree, license, permit, statute, rule or regulation of any court or governmental or regulatory body applicable to it in a manner which would materially and adversely affect its condition, the transactions contemplated by this Agreement or the Business, and the execution and delivery of the following Contracts Operative Documents and the consummation of the transactions contemplated thereby will not result in the - 19 - 27 violation of any law, decree or order known to such Company or in any default, breach or violation of such Company's Certificate of Incorporation or Bylaws, or any Material Contract to which the such Company or any of the Subsidiaries is a party or by which it is bound (collectivelybound. Except as set forth on Schedule 2.2(n) and the filings contemplated by Section 4.1(c) hereof, to the “Material Contracts”): (i) Contracts with any Stockholders or any current officer or director best of the Company Shareholders' knowledge, there is no event which has occurred or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtednessexisting condition which constitutes, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiaries. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, time or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing Contract or would cause the acceleration of any obligation of any party thereto, or give rise to any right of termination or cancellation or cause the creation of any lien or encumbrance on any asset of any Company. To the best of the Shareholders' knowledge, no third party is in default under any material provision of any Material Contract. None of the Shareholders has any knowledge that the parties to any Material Contract will not reasonably be expected to have a fulfill their obligations thereunder in all material respects. There is no term of any Material Adverse EffectContract that materially adversely affects the Business or the business, operations, affairs, prospects or conditions of any Company.

Material Contracts. (a) Schedule 5.13(a4.14(a) sets forth forth, by reference to the applicable subsection of this Section 4.14(a), all of the following Contracts to which the Company or any of the Subsidiaries is a party or by which it is any of them or their respective assets of properties are bound (collectively, the “Material Contracts”): (i) ): · Contracts with any Stockholders Selling Stockholder or Affiliate thereof or any current officer or director former officer, director, stockholder or Affiliate of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Subsidiaries; · Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) ; · Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating Business or for the grant to the acquisition by the Company or any Person of any preferential rights to purchase any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) its assets; · Contracts for joint ventures, strategic alliances alliances, partnerships, licensing arrangements, or partnerships; sharing of profits or proprietary information (vii) excluding any general Contracts for marketing commissions or other purchasing incentive or rebate programs); · Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any material line of business or with any person Person in any material geographical area or not to solicit or hire any person with respect to employment or covenants of any other person Person not to compete with the Company or any of the Subsidiaries in any material line of business or in any material geographical area; area or not to solicit or hire any person with respect to employment; · Contracts for the acquisition (viiiby merger, purchase of stock or assets or otherwise) by the Company or any of the Subsidiaries of any operating business or material assets or the capital stock of any other Person of which any operative provision thereof is still in effect and creates an obligation of the Company or any of the Subsidiaries; · Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company or any Subsidiary, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; · all Contracts providing for payments by or to the Company or any of the Subsidiaries in excess of $2,000,000 in any fiscal year or $5,000,000 in the aggregate during the term thereof; · all Contracts obligating the Company or any of the Subsidiaries to provide or obtain products or services for a period of one year or more (requiring the payment of $2,000,000 or more) or requiring the Company to purchase or sell a stated portion of its requirements or outputs; · Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; Person (ix) other than accounts payable arising in the Ordinary Course of Business); · Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts ; · Contracts, involving expected payment of $150,000 or more in any annual period, for the employment of any individual on a full-time, part-time or consulting or other basis; and · material management Contracts and Contracts with independent contractors or consultants (xior similar arrangements) that are not cancelable without penalty or further payment and without more than 30 days’ notice; and · outstanding agreements Contracts of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiaries. . · Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the Company or any Subsidiary which is party thereto, and of the other parties thereto enforceable against each of them in accordance with its terms and, assuming that the consents or waivers (bas applicable) set forth on Schedule 4.3 are obtained, upon consummation of the transactions contemplated by this Agreement shall continue in full force and effect without penalty or other adverse consequence. Neither the Company nor any Subsidiary has received any written notice of any is in default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults nor, to the Knowledge of the Company or the Selling Stockholders, is any other party to any Material Contract in breach of or default thereunder, and no event has occurred that are with the lapse of time or the giving of notice or both would constitute a breach or default on the Company, any Subsidiary or any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no longer continuing party has given notice of any significant dispute with respect to any Material Contract. The Company has made available to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or would not reasonably be expected to have a Material Adverse Effectsupplements thereto.

Material Contracts. (a) Schedule 5.13(a) sets forth a true, correct and complete list, as of the date of this Agreement, of all of the following Contracts to which the Company Seller Parent or any of its Subsidiaries (with respect to the Subsidiaries Business) or a Company Group Entity is a party or by which it is or any of its assets or properties are bound (collectively, the “Material Contracts”): (i) (A) employment agreements, offer letters, severance agreements, or other similar Contracts providing for annual base compensation or severance payments and benefits in excess of $100,000 with respect to any Stockholders Business Employee, or (B) any current officer Contract providing for a change in control, transaction, retention, guaranteed or director of the Company “stay” or similar bonus, payment or benefit to any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the StockholdersBusiness Employee; (ii) Collective bargaining agreements or any other Contracts with any works council, labor union or association representing any employee of the Company or any of the SubsidiariesBusiness Employee; (iii) Contracts for containing covenants limiting the sale freedom of any of the assets of the Company Seller or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not Group Entity to compete in any line of business or with any person Person or in any geographical geographic area or covenants market or granting to another Person a right of exclusivity, or Contracts purporting to limit the Business or the manner or locations in which the Business engages or prohibiting or limiting the right of the Company Group or the Business to make, sell or distribute any products or services in any material respect; (iv) (A) Contracts providing any customer with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers or by other suppliers to such customer, including Contracts containing “most favored nation,” “most favored customer” or similar provisions; (B) Contracts that include minimum purchase requirements or commitments or take-or-pay obligations or similar mandatory purchase or sale obligations or any restrictions on the purchase or sale of goods or services in any territory or to any customers, and (C) any exclusive arrangement provisions with any Material Customer or Material Suppliers; (v) Contracts granting to any Person a first refusal, first offer or other similar right to purchase any of the properties or assets of the Business or the Company Group; (vi) (A) Contracts obliging any Company Group Entity to acquire any operating business or the equity of any other person not Person and (B) Contracts containing a put, call or similar right pursuant to compete which Seller (with respect to the Business) or a Company Group Entity would be required to purchase or sell, as applicable, any Equity Interests of any Person or assets at a purchase price which would reasonably be likely to exceed, or the fair market value of the Subsidiaries Equity Interests or assets of which would be reasonably likely to exceed, $250,000; (vii) Contract for the transportation or delivery of supplies, materials or products providing for, or which would reasonably likely to result in, annual payments in any line excess of business or in any geographical area$250,000; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans relating to any other PersonIndebtedness; (ix) Contracts providing for severancewith any Material Supplier, retentionMaterial Customer, change in control Material Service Provider or other similar paymentsGovernmental Body; (x) Contracts for concerning the employment use, licensing, development or maintenance of Intellectual Property or IT Assets, in each case, that are material to the Business; (xi) (A) partnership, strategic alliance, joint marketing or joint venture agreement Contracts and (B) Contracts that involve the payment of any individual on commissions or royalty payments; (xii) any Contract that obligates the Company Group or the Business to make any capital commitment or investment (in each case, in the form of a full-timeloan, part-time capital contribution or consulting similar transaction) or capital expenditure (including pursuant to any joint venture) in excess of $250,000; (xiii) any Contract since January 1, 2016 providing for an acquisition, divestiture, merger or similar transaction of material assets or properties that contains representations, covenants, indemnities or other basisobligations of the Company Group or the Business that are still in effect and are, or are reasonably likely to be, material to any party thereto; (xiv) any Contract that is a settlement or similar Contract (x) with any Governmental Body, (y) which would reasonably be expected to require the Company Group to pay more than $250,000 (net of any insurance coverage) after the date of this Agreement or (z) that subjects the Company Group to any material ongoing requirements or restrictions, other than confidentiality requirements or restrictions or similar administrative requirements; (xv) any Contract requiring a Company Group Entity to purchase or sell a stated portion of its requirements or outputs, that are not cancelable upon notice of ninety (90) calendar days or less; (xvi) Contracts (other than the Real Property Leases, Personal Property Leases and Business Benefit Plans) between any Company Group Entity, on the one hand, and any other Person, on the other hand, pursuant to which the Company Group is obligated to pay, more than $250,000 in consideration in a calendar year; and (xixvii) outstanding agreements of guarantyContracts (other than the Real Property Leases, surety or indemnificationPersonal Property Leases and any Business Benefit Plans) between any Company Group Entity pursuant to which the counterparty is obligated to pay, direct or indirect, by more than $250,000 in consideration in a calendar year to the applicable Company or any of the SubsidiariesGroup Entity. (b) Neither Except as set forth on Schedule 5.13(b): (i) Seller has delivered or otherwise made available to Purchaser a true, correct and complete copy of each Material Contract, as in effect on the date hereof; (ii) each Material Contract is in full force and effect and is the valid, binding and enforceable obligation of the applicable Seller or Company Group Entity, and, to the Knowledge of Seller, each other party to such Material Contract, in accordance with its terms, in each case subject to the General Enforceability Exceptions; (iii) neither Seller nor the Company nor Group nor, to the Knowledge of Seller, any Subsidiary has received any written notice of any other Person is in material breach or violation of, or material default (with or event that with without notice or lapse of time, or both) under, would constitute any Material Contract or has failed to perform all material obligations required to be performed by it to date under a default by Material Contract; and (iv) no party to any Material Contract has exercised any termination rights with respect thereto, and, to the Company and the Subsidiaries under Knowledge of Seller, no party has given notice of any intention to terminate or material dispute with respect to any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have has amended, cancelled, terminated, relinquished, waived, or released any Material Contract or any material right thereunder (other than the expiration of a Material Adverse EffectContract in accordance with its terms).

Material Contracts. (a) Schedule 5.13(aThe Company has delivered or otherwise made available to AGT true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) sets forth all of the following Contracts to which the Company or any of the Subsidiaries its subsidiaries is a party or by which it is any of its properties or assets are bound that are material to the business, properties or assets of the Company and its subsidiaries taken as a whole, including, A-14 19 without limitation, (collectivelyI) contracts or agreements with any supplier or customer, in each case which could result in the “Material Contracts”):payment or receipt of monies in excess of $2,500,000 in any calendar year period; (II) to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of the Company and its subsidiaries taken as a whole, all: (i) Contracts with employment, product design or development, personal services, consulting, non-competition, severance or indemnification contracts (including, without limitation, any Stockholders contract to which the Company or any current officer or director of its subsidiaries is a party involving employees of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; its subsidiaries); (ii) Contracts with any labor union licensing, merchandising or association representing any employee of the Company or any of the Subsidiaries; distribution agreements; (iii) Contracts contracts granting a right of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the sale acquisition, sale, lease or other disposition of any of the material properties or assets of the Company or its subsidiaries or predecessors (by merger, purchase or sale of assets or stock or otherwise) entered into since April 1, 1995 and (vi) contracts or agreements with any Governmental Entity and (III) all commitments and agreements to enter into any of the Subsidiaries other than foregoing items in the Ordinary Course of Business; (ivI) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (vII) Contracts relating to the incurrence of Indebtednessabove (collectively, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or together with any person such contracts entered into in any geographical area or covenants of any other person not to compete accordance with Section 5.1 hereof, the Company or any of the Subsidiaries in any line of business or in any geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiaries"Contracts"). (b) Neither Each of the Contracts is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Contract so listed either by the Company nor or, to the knowledge of the Company, by any Subsidiary other party thereto, and no event has received any written notice of any default or event occurred that with the lapse of time or the giving of notice or lapse of time, or both, both would constitute a default thereunder by the Company and or, to the Subsidiaries under knowledge of the Company, any Material Contractother party, except for in any such defaults that are no longer continuing case in which such default or event would not reasonably be expected to have a Material Adverse EffectEffect on the Company. (c) No party to any such Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default would have a Material Adverse Effect on the Company. Section 3.18.

Material Contracts. (a) Schedule 5.13(aSection 5.14(a) sets forth all of the following Contracts Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 5.14(a) under which the Company or any of its Subsidiaries has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company or any of the its Subsidiaries is a party or by to which it any of their respective properties or assets is bound subject, other than the Debtor Plans listed on Section 5.16(a) of the Company Disclosure Letter (collectivelyall Contracts of the type described in this Section 5.14(a), whether or not set forth on Section 5.14(a) of the Company Disclosure Letter, being referred to herein as the “Material Contracts”): (i) Contracts with any Stockholders or any current officer or director of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition requires expenditures by the Company or any of its Subsidiaries involving consideration in excess of one hundred thousand dollars ($100,000) in the next twelve (12)-month period; (ii) provides for payments to be received by the Company or any of its Subsidiaries in excess of one hundred thousand dollars ($100,000) in any twelve (12)-month period; (iii) relates to the incurrence by the Company or any of its Subsidiaries of any operating Indebtedness or any capitalized lease obligations in excess of fifty thousand dollars ($50,000); (iv) relates to the acquisition or disposition outside the ordinary course of business of any assets or the any business, or any capital stock of any other Personenterprise (whether by merger, sale or purchase of stock, sale or purchase of assets or otherwise) entered into in the past three (3) years, in each case, in excess of one hundred thousand dollars ($100,000); (v) Contracts relating relates to the incurrence of Indebtedness, future acquisition or the making disposition of any loansmaterial assets or properties (whether by merger, sale or purchase of stock, sale or purchase of assets or otherwise, including any option to acquire, sell, lease or license any material assets or properties of the Business), other than (A) in the ordinary course of business consistent with past practice, (B) as contemplated by this Agreement, the Restructuring Term Sheet or any Definitive Document or (C) to the extent permitted under applicable Law, any non-disclosure or similar agreement entered into in connection with the process by which the Company or any of its Subsidiaries, any of their respective Affiliates or any Representatives of any of the foregoing solicited, discussed or negotiated strategic alternatives prior to the date of this Agreement (including the Transactions or any other transaction prior to the date of this Agreement); (vi) Contracts for is a joint venturesventure, strategic alliances profit-sharing, partnership, collaboration, co-promotion, commercialization, research, development or partnershipsother similar agreement involving the sharing of profits or expenses (other than clinical trial agreements, contract manufacturing agreements or other similar subcontracting arrangements entered into in the ordinary course of business); (vii) Contracts containing covenants is a Lease; (viii) (A) may require the Supporting Lenders to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, marketing, commercial manufacture or other similar occurrences, developments, activities or events with respect to any Product, in each case, which payments are in an amount having an expected value in excess of fifty thousand dollars ($50,000) during the fiscal year ending December 31, 2019 or any fiscal year thereafter or (B) grants to any Person a right of first refusal, right of first negotiation, option to purchase, option to license, or any other similar rights with respect to any Product; (ix) requires the Company or any of its Subsidiaries to purchase from a third Person their total requirements of any products or services; (x) with any Governmental Entity; (xi) (A) limits or purports to limit, in any material respect, the Subsidiaries not freedom of the Business to engage or compete in any line of business or with any person Person or in any geographical area geographic area, (B) contains exclusivity or covenants “most favored nation” obligations in favor of any Person other person not than the Company or its Subsidiaries or restrictions to compete with which the Business is subject or (C) contains any other provisions restricting or purporting to restrict the ability of the Company or its Subsidiaries to sell, market, distribute, promote, manufacture, develop, commercialize, or test or research the Products, directly or indirectly through third parties (other than any such restrictions or purported restrictions that have a de minimis effect on the Business); (xii) is a material Contract pursuant to which the Company or any of its Subsidiaries grants or receives any license, covenant not to ▇▇▇ or similar right with respect to, or governs or restricts the Subsidiaries development, ownership, use, practice or enforcement of, any Intellectual Property (other than (A) non-exclusive licenses to use Software on standardized terms that are generally commercially available and (B) clinical trial agreements, contract manufacturing agreements, material transfer agreements, and other Contracts entered into in any line the ordinary course of business or business, in any geographical areaeach case, in which grants of rights with respect to Intellectual Property are nonexclusive and incidental to performance under such Contract); (viiixiii) relates to sales and distribution activities conducted by a third-party wholesaler or distributor that are material to the Business; (xiv) relates to the ongoing supply or manufacturing of clinical and commercial quantities of any of the Products, the termination of which would reasonably be expected to be material to the Business (taken as a whole); (xv) other than the Contracts described in Section 5.14(a)(iii), under which the Company or any of the its Subsidiaries has made advances or loans any of their Affiliates have borrowed or loaned money, or any note, bond, indenture, mortgage or any guarantee of such indebtedness, in each case, relating to any other Personamounts in excess of one hundred thousand dollars ($100,000); (ixxvi) Contracts providing for severance, retention, change in control relates to any settlement or other similar payments; (x) Contracts for the employment stipulation of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements Cause of guaranty, surety or indemnification, direct or indirect, by Action against the Company or any of its Subsidiaries by any other Person, other than settlement agreements for cash that do not exceed twenty-five thousand dollars ($25,000) individually as to any such settlement or stipulation (excluding amounts paid by insurers) or one hundred thousand dollars ($100,000) individually as to any such settlement or stipulation (including any amounts paid by insurers), entered into since January 5, 2018; and (xvii) provides for indemnification of any officer, director or employee of the SubsidiariesCompany or its Subsidiaries or any of their Affiliates other than in the ordinary course of business. (b) Neither True and complete copies of each Material Contract, together with all amendments, modifications or supplements thereto, as of the date of this Agreement have been made available to the Supporting Lenders. None of the Company nor or any Subsidiary of its Subsidiaries has received any written notice of termination (or intent to terminate) with respect to a Material Contract from any default third Person party to such Material Contract. No event has occurred which, with the passage of time or event that with notice or lapse the giving of timenotice, or both, would constitute a default by under or a violation of any Material Contract or would cause the acceleration of any obligation of the Company and or any of its Subsidiaries or their applicable Affiliates or the Subsidiaries under creation of an Encumbrance (other than Permitted Encumbrances) upon any Material Contractassets or properties of the Company or any of its Subsidiaries, except for such defaults events that are no longer continuing or have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. To the Knowledge of the Debtors, as of the date of this Agreement, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Material Contract is a valid, binding and enforceable obligation of the applicable the Company or its applicable Subsidiaries or their applicable Affiliates party thereto and, to the Knowledge of the Debtors, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations.

Material Contracts. (a) Schedule 5.13(aSeller has made available to Purchaser true, correct and complete copies (including all modifications, amendments and supplements thereto and waivers thereunder) sets forth all of each of the following Contracts to (each, a “Material Contract”), each of which the Company are listed or any described on Section 3.9(a) of the Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”):Disclosure Schedules: (i) Contracts with any Stockholders or any current officer or director of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the StockholdersContract evidencing Indebtedness; (ii) Contracts with any labor union material employment or association representing any employee of the Company or any of the Subsidiariesconsulting Contract; (iii) Contracts for the sale of any of the assets of the Company Contract relating in whole or in part to any of the Subsidiaries other than in the Ordinary Course of Businessmaterial Intellectual Property, excluding any “shrink wrap” or “click through” licenses; (iv) Contracts any joint venture or partnership relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other PersonSeller; (v) Contracts relating to the incurrence of Indebtednessany material broker, distributor, dealer, manufacturer’s representative, franchise, agency, continuing sales or the making of any loanspurchase, sales promotion, market research, marketing, consulting or advertising Contract; (vi) Contracts any Contract which is an open purchase order for joint venturesthe purchase or delivery of goods or services, strategic alliances or partnershipsperformance of services, to or from Seller or the Company’s Business, in excess of $75,000 per year, provided that any open sales orders from Seller by its customers or other Persons shall have no dollar threshold limitation; (vii) Contracts containing covenants any Contract pursuant to which Seller has provided funds to or made any loan, capital contribution or other investment in, or assumed any liability or obligation of, any Person, including take-or-pay contracts or keepwell agreements; (viii) any Contract with any Governmental Authority; (ix) any Contract with any Seller Related Party; (x) any Contract that limits, or, to the Seller’s Knowledge, purports to limit, the ability of Seller or the Company or any of the Subsidiaries not Company’s Business to compete in any line of business or with any 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 Person or in any geographical areageographic area or during any period of time, or that restricts the right of Seller or the Company’s Business to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third Person “most favored nation” status or any type of special discount rights; (viiixi) Contracts under which any Contract that requires a consent or notice to or otherwise contains a provision relating to an assignment or a “change of control,” or that would be triggered by the Company or any consummation of the Subsidiaries has made advances or loans to any other PersonTransaction; (ixxii) Contracts providing any Contract pursuant to which Seller is the lessee or lessor of, or holds, uses, or makes available for severanceuse to any Person, retention(A) any real property or (B) any tangible personal property and, change in control the case of clause (B), that involves an aggregate future or other similar paymentspotential liability or receivable, as the case may be, in excess of $75,000 per year; (xxiii) Contracts any Contract for the employment sale or purchase of any individual on a full-timereal property in an amount in excess of $75,000 or for the sale or purchase of any tangible personal property in an amount in excess of $50,000; (xiv) any Contract providing for indemnification to or from any Person with respect to liabilities relating to Seller, part-time the Company’s Business or consulting any Acquired Asset; (xv) any material Contract containing confidentiality clauses; (xvi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xvii) any hedging, futures, options or other basisderivative Contract; (xviii) any Contract for the purchase of any debt or equity security or other ownership interest of any Person, or for the issuance of any debt or equity securities or other ownership interest, or the conversion of any obligation, instrument or security into debt or equity securities or other ownership interests of, Seller; (xix) any Contract relating to settlement of any administrative or judicial proceedings within the past five (5) years; (xx) any Contract that results in any Person holding a power of attorney that relates to Seller, the Company’s Business or the Acquired Assets; and (xixxi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the SubsidiariesContract with any labor union. (b) Neither Each Material Contract is valid and binding on Seller and, to Seller’s Knowledge, on each counterparty thereto and is in full force and effect and enforceable in accordance with its terms, except to the Company nor any Subsidiary extent enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, and to general equitable principles. Seller is not in breach of or default under (or alleged to be in breach of or default under), and has not provided or received any written notice of any intention to terminate, any Material Contract. To Seller’s Knowledge, no counterparty to a Material Contract is in breach of or default under (or alleged to be in breach of or default under), and Seller has not provided or received any notice of any intention to terminate, any Material Contract. To Seller’s Knowledge, no event that or circumstance has occurred that, with notice or lapse of time, time or both, would constitute a an event of material default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing Contract or result in a termination thereof or would not reasonably be expected to have a Material Adverse Effectcause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder.

Material Contracts. Schedule 2.21 of the Company Disclosure Schedules lists: (a) Schedule 5.13(aAll loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness (as defined below) sets forth all of the following Contracts Company or any Subsidiary in a principal amount in excess of $10,000 is outstanding or may be incurred, indicating (i) with respect to any term or fixed loans, the respective principal amounts outstanding thereunder, and (ii) whether such Indebtedness is prepayable and any applicable prepayment or similar penalties. (b) All agreements of the Company, any Subsidiary or any Trust currently in effect and involving annual payments in excess of $25,000 or aggregate payments in excess of $75,000. (c) All agreements ("Acquisition Agreements") pursuant to which the Company or any Subsidiary, in the last five years, has acquired, or agreed to acquire, all or a substantial portion of the Subsidiaries is a party assets of or by which it is bound (collectivelyequity interests in any corporation, the “Material Contracts”):partnership or other entity or any Subsidiary, division or business thereof). (id) Contracts with any Stockholders All agreements pursuant to which the Company or any Subsidiary, in the last five years, has merged with or into, or agreed to merge with or into, an other person excluding mergers between or among the Company and any of its direct or indirect wholly-owned Subsidiaries. (e) All agreements pursuant to which the Company or any Subsidiary, in the last five years, has disposed of, or agreed to dispose of, any business or Subsidiary or all or a substantial portion of the assets of any business or Subsidiary. (f) All current officer or director commitments of the Company or any Subsidiary for capital expenditures in excess of the Subsidiaries or any Affiliate $25,000. (other than a Subsidiaryg) All agreements of the Company or any of the Stockholders; (ii) Contracts with any labor union Subsidiary containing an unexpired covenant not to compete or association representing any employee of similar restriction applying to the Company or any of Subsidiary or affiliate or, to the Subsidiaries; (iii) Contracts for the sale of Company's knowledge, any of the assets of the Company their respective officers or any of the Subsidiaries directors (other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company such officers or any of the Subsidiaries not to compete in any line of business or with any person in any geographical area or covenants of any other person directors not to compete with the Company or any Subsidiary). (h) All contracts, agreements or arrangements currently in effect with current holders of the Subsidiaries equity interests in any line of business or in any geographical area;Subsidiary. (viiii) Contracts under All agreements or arrangements to which the Company or any Subsidiary is a party containing provisions that are currently in effect for the escrow of any assets (including, without limitation, cash or securities) of the Subsidiaries has made advances Company or loans to any Subsidiary or any other Person;person. (ixj) Contracts providing for severanceAny contracts or agreements (other than as listed in Schedule 2.16 of the Company Disclosure Schedules) relating to exploration, retentionproduction, change in control transportation and treatment of hydrocarbons, including without limitation the Statex Contracts, involving the annual payment to or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any Subsidiary in excess of $10,000, or the creation of joint ventures for such purposes, or that are otherwise material to the ownership or operation of the SubsidiariesStatex Leases and Statex ▇▇▇▇▇ and the production of hydrocarbons therefrom. (bk) Neither Any farmins, farmouts or similar agreements containing provisions currently in effect for the acquisition, sale or disposition of any interest in a property. (l) Any contracts containing provisions currently in effect for the sale, exchange, transfer or other disposition of hydrocarbons produced from or attributable to the Statex Lands, Statex Leases or Statex ▇▇▇▇▇ for a period of three months or more. (m) Any agreements or arrangements containing provisions currently in effect relating to the release or disposal of Hazardous Materials. (n) Any contracts (other than contracts identified in clause (l) above) containing calls on production or rights to purchase or otherwise take production in favor of a third party. Except as set forth in Schedule 2.21 of the Company nor Disclosure Schedules under the heading "Contingent Payments", the Company has no undischarged obligations for the payment of any deferred consideration pursuant to any Acquisition Agreement, or any undischarged obligations to make any payment to any third party that is contingent upon the financial performance of the Company or any Subsidiary. (o) Any other contract or amendment thereto that would be required to be filed as an exhibit to a Form 10-K filed by the Company with the SEC as of the date of this Agreement and has not been so filed. Except as set forth in Schedule 2.21 of the Company Disclosure Schedules, each of the agreements listed in Schedule 2.21 of the Company Disclosure Schedules is a valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, and each such agreement is in full force and effect in all material respects and is enforceable by the Company or any Subsidiary has received any written notice in accordance with its terms, subject to (1) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws now or hereafter in effect relating to creditors' rights generally and (2) general principles of any default equity (regardless of whether considered in a proceeding at law or event that in equity). Except as set forth in Schedule 2.21 of the Company Disclosure Schedules, there are no existing defaults (or circumstances or events that, with the giving of notice or lapse of time, time or both, would constitute a default by become defaults) and, to the knowledge of Company and the Subsidiaries any Subsidiary, no person has given or threatened, in writing, to give notice of any default, under any Material Contractof the agreements listed in Schedule 2.21, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effectother than immaterial defaults.

Material Contracts. Section 2.10 of the Company Disclosure Schedule is a correct and complete list of each currently effective Company Contract: (a) Schedule 5.13(athe Company Leases and the Company Ancillary Lease Documents; (b) sets forth for the purchase of materials, supplies, goods, services, equipment or other assets for annual payments by the Company or any of its Subsidiaries of, or pursuant to which in the last year the Company or any of its Subsidiaries paid, in the aggregate, $100,000 or more; (c) for the sale of materials, supplies, goods, services, equipment or other assets for annual payments to Company or any of its Subsidiaries of, or pursuant to which in the last year the Company or any of its Subsidiaries received, in the aggregate, $100,000 or more; (d) that relates to any partnership, joint venture, strategic alliance or other similar Contract; (e) relating to Indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except for Contracts relating to Indebtedness in an amount not exceeding $100,000 in the aggregate; (f) severance or change-in-control Contracts; (g) which by its terms limits in any material respect (i) the localities in which all or any significant portion of the business and operations of the Company or its Subsidiaries or, following the consummation of the Contemplated Transactions, the business and operations of the Surviving Corporation, Talos or any Affiliate of Talos, is or would be conducted, or (ii) the scope of the business and operations of the Company and its Subsidiaries, taken as a whole; (h) in respect of any Company Intellectual Property that provides for annual payments of, or pursuant to which in the last year the Company or any of its Subsidiaries paid or received, in the aggregate, $100,000 or more; (i) containing any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any of its Subsidiaries; (j) with any Governmental Authority; (k) any Contract with (a) an executive officer or director of the Company or any of its Subsidiaries or any of such executive officer’s or director’s immediate family members, (b) an owner of more than five percent (5%) of the voting power of the outstanding capital stock of the Company or (c) to the Knowledge of the Company, any “related person” (within the meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than the Company or its Subsidiaries); (l) any agreement that gives rise to any material payment or benefit as a result of the performance of this Agreement or any of the other Contemplated Transactions; (m) relating to the acquisition or disposition of any material interest in, or any material amount of, property or assets of the Company or any of its Subsidiaries or for the grant to any Person of any preferential rights to purchase any of their assets, other than in the Ordinary Course of Business consistent with past practice; or (n) any other agreement (or group of related agreements) the performance of which requires aggregate payments to or from the Company or any of its Subsidiaries in excess of $100,000. The Company has delivered or made available to Talos accurate and complete (except for applicable redactions thereto) copies of all material written Company Contracts, including all amendments thereto. There are no material Company Contracts that are not in written form. Except as set forth on Section 2.10 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has, nor to the Company’s Knowledge, has any other party to a Company Material Contract (as defined below), breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which the Company or any of the its Subsidiaries is a party or by which it is bound of the type described in clauses (collectively, the “Material Contracts”): a) through (in) Contracts with any Stockholders above or any current officer Company Contract listed in Section 2.14 or director Section 2.15 of the Company Disclosure Schedule (any such agreement, contract or any of the Subsidiaries or any Affiliate (other than commitment, a Subsidiary“Company Material Contract”) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of such manner as would permit any other Person; (v) Contracts relating party to the incurrence of Indebtedness, cancel or the making of terminate any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the such Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiaries. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing which has had or would not reasonably be expected to have a Company Material Adverse Effect. As to the Company and its Subsidiaries, as of the date of this Agreement, each Company Material Contract is valid, binding, enforceable and in full force and effect, subject to: (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. The consummation of the Contemplated Transactions will not (either alone or upon the occurrence of additional acts or events) result in any material payment or payments becoming due from the Company, any Subsidiary of the Company, or the Surviving Corporation to any Person under any Company Material Contract or give any Person the right to terminate or alter the provisions of any Company Material Contract. No Person is renegotiating any material amount paid or payable to the Company or any of its Subsidiaries under any Company Material Contract or any other material term or provision of any Company Material Contract.

Material Contracts. (aSection 3.10(a) of the Disclosure Schedule 5.13(a) sets forth is a true and complete list, as of the date of this Agreement, of all of the following Contracts to which the Company or any of the its Subsidiaries is a party or by which it is they are bound (collectivelyas amended or modified, the “Company Material Contracts”): (i) Contracts with evidencing any Stockholders or any current officer or director obligations of the Company or any of its Subsidiaries with respect to the Subsidiaries issuance, sale, repurchase or redemption of any Affiliate (other than a Subsidiary) Equity Securities of the Company or any of the Stockholdersits Subsidiaries; (ii) all Company Real Property Leases; (iii) all Company Employment Contracts; (iv) all Company IP Agreements (subject to the exclusions from the scheduling requirements specified in Section 3.9(d)); (v) Contracts with any labor union Material Supplier; (vi) Contracts with any supplier (other than any insurance contracts or association representing real estate leases) under which the services or purchase of goods contemplated thereby are of a nature that would reasonably be expected to continue after Closing or under which any employee member of the Company and its Subsidiaries will have any outstanding liability or obligation after the Closing and under which payments in excess of $100,000, individually or in the aggregate, were made or payable by the Company and its Subsidiaries (on a consolidated basis) in the eleven (11)-month period ended November 30, 2024 (including any master purchasing or similar agreements governing the purchase of goods or services from such supplier); (vii) Contracts with any Material Customer; (viii) Contracts between a Company Professional Association or Company Professional Association Owner, on the one hand, and the Company or any of its Subsidiaries, on the other hand; (ix) leases of personal property under which the Company or any of its Subsidiaries is the lessee and is obligated to make payments more than $50,000 per annum; (x) Contracts relating to any Proceeding involving the Company or any of its Subsidiaries (A) entered into at any time during the last five (5) years or (B) under which obligations binding the Company or its Subsidiaries remain outstanding; (xi) Contracts relating to the acquisition or disposition of any Equity Securities or business line of the Company or the Subsidiaries of the Company entered into at any time during the last five (5) years or under which obligations binding the Company or its Subsidiaries remain outstanding; (xii) Contracts (other than real property leases solely restricting the use of real property) limiting the freedom of the Company or any of the Subsidiariesits Subsidiaries to engage in any line of business, acquire any entity or compete with any Person or in any market or geographical area, including any non-competition, non-solicit or other restrictive covenant agreement; (iiixiii) Contracts (A) providing for the sale of exclusivity, preferred treatment or any of the assets of similar requirement, (B) containing a “requirements” obligation requiring the Company or any of the its Subsidiaries to purchase a designated portion of any type of material, product or other than in the Ordinary Course supplies, (C) with a “most favored nations” clause or other similar provision, (D) containing a warranty of Businessfitness for a particular purpose or (E) with take-or-pay obligations; (ivxiv) Contracts relating to involving a joint venture or partnership or involving the acquisition sharing of profits, losses, costs or liability by the Company or any of the Subsidiaries of any operating business or the capital stock of with any other Person; (vxv) Contracts Contracts, mortgages, indentures, notes, bonds or other agreements for or relating to the incurrence or existence of Company Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances loans to another Person or partnerships; (vii) Contracts containing covenants granting of Liens on any property or asset of the Company or any of the its Subsidiaries not to compete in any line (other than ordinary course of business trade payables and receivables consistent with past practice); (xvi) Contracts containing restrictions with respect to payment of dividends or with any person in any geographical area or covenants of any other person not to compete with distributions in respect of the capital stock or other equity interests of the Company or any of the Subsidiaries in any line of business or in any geographical areaits Subsidiaries; (viiixvii) Contracts under (other than customer Contracts) with Governmental Authorities; (xviii) Contracts pursuant to which rights of any third party are triggered or become exercisable in connection with or as a result of the execution of this Agreement or the consummation of the Contemplated Transactions, including any Contract that contains a “change in control” provision; (xix) Contracts providing for “earn outs,” “performance guarantees,” or other similar or contingent payments that are outstanding; (xx) Contracts relating to capital expenditures or other purchases of material, supplies, equipment, or other assets or properties or services (other than purchase orders for inventory supplies in the ordinary course of business consistent with past practice pursuant to which the undelivered balance payable does not exceed $25,000, individually, or $100,000 in the aggregate per annum); (xxi) Contracts that provide for indemnification of any current or former director, officer or employee of the Company or its Subsidiaries in his or her capacity as such, other than the Company Organizational Documents; (xxii) any power of attorney or similar agency; (xxiii) any Contract not otherwise listed above involving reasonably anticipated payments to or from the Company or any of the its Subsidiaries has made advances or loans to in excess of $300,000 per annum (including, without limitation, any other PersonContracts providing for participation in any Program); (ixxxiv) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or Contract to enter into any of the Subsidiariesforegoing. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(aSection 4.16(a) sets forth all of the Company Disclosure Schedule lists, as of the date of this Agreement, the following Contracts types of contracts and agreements to which the Company or any Company Subsidiary is a party, excluding for this purpose, any purchase orders submitted by customers (such contracts and agreements as are required to be set forth in Section 4.16(a) of the Subsidiaries is a party or by which it is bound (collectivelyCompany Disclosure Schedule, along with any Plan listed on Section 4.10(a) of the Company Disclosure Schedule, being the “Material Contracts”): (i) Contracts all contracts and agreements with any Stockholders or any current officer or director of consideration payable to the Company or any of the Company Subsidiaries of more than $250,000, in the aggregate, over any 12-month period; (ii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to: (A) any distribution agreement; (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of the Company; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop or market any product, technology or service, or any Affiliate agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property rights that will not be owned, in whole or in part, by the Company; or (other than a SubsidiaryD) any contract with any third party providing any services relating to the manufacture or production of any product, service or technology of the Company or any contract to sell, distribute or commercialize any products or service of the StockholdersCompany; (iiiii) Contracts with any labor union or association representing any employee all management contracts (excluding contracts for employment) to the extent material to the business of the Company or any of the SubsidiariesCompany Subsidiary; (iiiiv) Contracts all contracts and agreements with any Governmental Authority to which the Company or any Company Subsidiary is a party or which otherwise govern the use of any Company IP, other than any Company Permits and clinical trial agreements for clinical trial studies; (v) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the sale of Company or any Company Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Company Subsidiary, and all agreements or instruments guaranteeing the debts or other obligations of the Subsidiaries other than in the Ordinary Course of Businessany person; (ivvi) Contracts all contracts pursuant to which the Company or a Company Subsidiary has continuing obligations or interests involving (A) “milestone” or other similar contingent payments, including upon the achievement of regulatory or commercial milestones which would result in a payment in excess of $250,000 or (B) payment of royalties or other amounts calculated based upon any revenues or income of the Company, in each case that cannot be terminated by the Company without penalty, or without more than sixty (60) days’ notice without material payment or penalty; (vii) all contracts and agreements establishing partnership, joint venture, strategic alliance or other collaboration or similar arrangement between the Company or any Company Subsidiary, on the one hand, and any third party, on the other hand (including with respect to the Products); (viii) any contract relating to the acquisition or disposition of any business or asset (whether by merger, sale of stock, sale of assets or otherwise) under which, after Closing, the Company or any of the Subsidiaries of any operating business its Affiliates has or the capital stock of any other Personwill have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (vix) Contracts relating to the incurrence of Indebtednessall contracts and agreements that limit, or purport to limit, the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants ability of the Company or any of the Subsidiaries not Company Subsidiary to compete in any line of business or with any person or entity or in any geographical geographic or therapeutic area or covenants during any period of time excluding customary confidentiality clauses; (x) all contracts or arrangements that result in any other person not or entity holding a power of attorney from the Company or any Company Subsidiary that materially relates to compete with the Company, any Company Subsidiary or materially impacts their respective business; (xi) all Leases, and all leases or master leases of personal property, reasonably likely to result in annual payments of $500,000 or more in a 12-month period; (xii) all contracts involving use of or granting licenses to the Company or any of the Company Subsidiaries with respect to any Company Licensed IP that are material to the business of the Company; (xiii) all contracts which involve the license or grant of rights to Company Owned IP by the Company or the Company Subsidiaries that are material to the business of the Company, other than collaboration agreements entered into on the form of such agreement made available in the Virtual Data Room; (xiv) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, Supplier or other person on a preferred supplier or “most favored supplier” basis or which otherwise establishes any line of business exclusive sale or in distribution obligation with respect to any geographical Product or geographic area; (viiixv) Contracts all contracts or agreements for the development of Company Owned IP for the benefit of the Company that are material to the Company, other than employment, consulting and collaboration agreements entered into on the form of such agreement made available in the Virtual Data Room, without material modification; (xvi) all contracts or agreements under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any of the Subsidiaries has made advances or loans to any other PersonCompany Subsidiary; (ixxvii) Contracts providing for severance, retention, change in control all contracts or other similar payments; (x) Contracts agreements that provide for the employment settlement of any individual material Action that contains any ongoing material obligation on a full-time, part-time the Company or consulting or other basisthe Company Subsidiaries; and (xixviii) outstanding all contracts or agreements of guaranty, surety or indemnification, direct or indirect, by between the Company or and any holders of more than 5% of the SubsidiariesCompany’s Capital Stock (assuming the full conversion or exercise of all Company Securities held by such person) that relate to such stockholder’s ownership of Company Securities. (b) Neither the Company nor any Subsidiary Except as has received any written notice of any default or event that with notice or lapse of timenot been, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole (i) each Material Contract is a legal, valid and binding obligation of the Company or the Company Subsidiaries and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Company Subsidiary is in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the Company’s knowledge, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Company and the Company Subsidiaries have a not received any written, or to the knowledge of the Company, oral claim of any material default under any such Material Adverse EffectContract. The Company has furnished or made available to GX in the Virtual Data Room true and complete copies, in all respects, of all Material Contracts, including amendments thereto that are material in nature.

Material Contracts. (a) Schedule 5.13(a4.14(a) to this Agreement sets forth all a correct and complete list of each of the following Contracts (and all amendments, modifications and supplements thereto and all related letters to which the Company or any Company Subsidiary is a party affecting the obligations of any party thereunder) to which the Subsidiaries Company or any Company Subsidiary is a party or by which it any of their respective properties or assets are bound, correct and complete copies of which have been delivered to THCG: (i) each employment, consulting, non-competition, severance or indemnification Contract; (ii) each Contract under which the Company or any Company Subsidiary has a continuing obligation to provide financial advisory or other consulting services; (iii) Contracts granting a right of first refusal or first negotiation; (iv) each partnership or joint venture Contract; (v) each Contract for the acquisition, sale, lease or license of properties or assets of the Company or any Company Subsidiary or by the Company or any Company Subsidiary (by merger, purchase or sale of assets or stock or otherwise), including Contracts to make an investment by the Company or any Company Subsidiary, in which the aggregate amount to be paid or received by the Company or any Company Subsidiary is bound equal to or in excess of $25,000; (vi) each Contract with any Governmental Entity; (vii) each Contract relating to indebtedness of the Company or any Company Subsidiary or guarantees of indebtedness by the Company or any Company Subsidiary in excess of $25,000; (viii) each noncompetition, exclusivity or other Contract restricting the ability of the Company or any Company Subsidiary to hire any Person or operate its business as now, or contemplated to be, conducted; (ix) each Contract between the Company or any Company Subsidiary and any of their respective officers, directors, holders of 5% of the outstanding Company Common Stock or other Affiliates of the Company or any Company Subsidiary; (x) each Contract that contains a "change of control" provision; (xi) any Contract which encumbers or places a Lien on any assets of the Company or any Company Subsidiary; and (xii) all commitments and agreements to enter into any of the foregoing (collectively, the “"Company Material Contracts”):"). (ib) Contracts with Each Company Material Contract is in full force and effect on the date hereof and there is no material default, after the expiration of all applicable grace periods, under any Stockholders Company Material Contract either by the Company or any current officer or director Company Subsidiary or, to the Knowledge of the Company or any of the Subsidiaries Controlling Stockholders, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any Affiliate (other than a Subsidiary) Company Subsidiary or, to the Knowledge of the Company or any of the Controlling Stockholders;, any other party. (iic) Contracts with No party to any labor union or association representing any employee of such Company Material Contract has given notice to the Company or any Company Subsidiary of the Subsidiaries; (iii) Contracts for the sale of any of the assets of or made a claim against the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or Subsidiary with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans respect to any other Person; (ix) Contracts providing for severance, retention, change in control breach or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiariesdefault thereunder. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(aSection 4.07(a) sets forth all of the Disclosure Schedules lists each of the following Contracts to (other than purchase orders (including commitments effected through e-mail)) (x) by which the Company or any of the Subsidiaries Purchased Assets are bound or affected or (y) to which either Seller is a party or by which it is bound (collectivelysuch Contracts, together with all Contracts relating to Intellectual Property Rights set forth in Section 4.11(b) of the Disclosure Schedules, being “Material Contracts”):), as of the Initial Disclosure Date: (i) all Contracts with involving any Stockholders capital expenditures or any current officer or director series of the Company or any related capital expenditures in excess of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders$50,000; (ii) Contracts with all contracts that provide for the indemnification of any labor union Person or association representing the assumption of any employee Tax, environmental or other Liability of the Company or any of the SubsidiariesPerson; (iii) all Contracts for that relate to the acquisition or disposition of any business, a material amount of equity or assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which either Seller has any of the assets of the Company continuing obligations, or any of the Subsidiaries continuing indemnification, “earn-out” or other than in the Ordinary Course of Businessliabilities (fixed, contingent or otherwise); (iv) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting, and public relations and advertising Contracts relating to that provide for payment or receipt by either Seller in connection with the acquisition by the Company or any Business in excess of the Subsidiaries of any operating business or the capital stock of any other Person$25,000 on an annual basis; (v) all Contracts relating to the incurrence of Indebtednesswith managers, officers, employees, independent contractors or the making of any loansconsultants; (vi) all Contracts relating to indebtedness or the granting of security for joint venturesindebtedness, strategic alliances or partnershipsand all guaranties; (vii) all Contracts containing covenants with any Governmental Authority; (viii) all Contracts that limit or purport to limit the ability of the Company either Seller, or any transferee of the Subsidiaries not substantially all of either Seller’s assets, to compete or engage in any line of business or with any 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 Person or in any geographical area; (viii) Contracts under which the Company geographic area or during any period of the Subsidiaries has made advances or loans to any other Persontime; (ix) Contracts providing for severanceall joint venture, retention, change in control partnership or other similar paymentsContracts; (x) all Contracts for the employment sale of assets (excluding Inventory but including any master sale agreements related to the sale of Inventory) of either Seller involving the receipt by either Seller of more than $25,000 or for the grant to any Person of any individual on a full-timeoption, part-time right of first refusal or consulting preferential or similar right to purchase any assets (including Inventory) of either Seller; (xi) all powers of attorney; (xii) all collective bargaining agreements or Contracts with any Union; (xiii) all Contracts for the purchase or lease of real estate; (xiv) all Contracts for the acquisition of services, supplies, equipment, inventory, or other basispersonal property involving more than $25,000 in the aggregate per annum; (xv) all Contracts with Member, or any Affiliate of either Seller or Member; (xvi) all Contracts with respect to the return of Inventory in the possession of Customers by reason of alleged overshipment, defective merchandise or otherwise; and (xixvii) outstanding agreements any Contract or series of guaranty, surety or indemnification, direct or indirect, by related Contracts that involve payments of more than $25,000 in the Company or aggregate per annum; (xviii) all Contracts that relate to the settlement of any of Action within the Subsidiariesthree (3) years prior to the Initial Disclosure Date; and (xix) all Contracts that terminate more than one year from the date hereof. (b) Neither Each Material Contract is valid and binding on the Company nor applicable Seller in accordance with its terms and is in full force and effect. Except as set forth in Section 4.07(b) of the Disclosure Schedules, neither Sellers nor, to Sellers’ Knowledge, any Subsidiary other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any written notice of any default intention to terminate, any Material Contract. Except as set forth in Section 4.07(b) of the Disclosure Schedules, to Sellers’ Knowledge, no event or event that circumstance has occurred that, with notice or lapse of time, time or both, would constitute a material default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any material right or obligation or the loss of any material benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, and supplements thereto and waivers thereunder) have been made available to Buyer by Sellers. Except as set forth in Section 4.07(b) of the Company and the Subsidiaries Disclosure Schedules, there are no material disputes pending, or to Sellers’ Knowledge, threatened, under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(a) sets Except for this Agreement, agreements filed as exhibits to the Company SEC Documents or the CAPL SEC Documents or as set forth all in Section 3.19 of the following Contracts Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or expressly bound by any Contract (excluding any Company Benefit Plan) that: (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act); (ii) is (A) a fuel supply agreement or other agreement (including any related incentive agreements) by which any Person has the right or obligation to purchase or sell any brand of motor fuel at any of the Real Property or (B) a material dealer or branded retailer contract with respect to the operation of any of the Real Property; (iii) is an agreement that by its terms provides for the purchase or sale of merchandise, supplies, services, equipment or other assets providing for annual payments by the Company and its Subsidiaries or to the Company and its Subsidiaries, of $25 million or more, other than those that (A) can be terminated by the Company or its Subsidiaries on 6 months’ or less notice without payment by the Company or its Subsidiaries of any material penalty or (B) have a remaining term left of 12 months or less; (iv) is a material franchise agreement related to the operation by the Company and its Subsidiaries of food and beverage franchises (including quick service restaurants) at any of the Real Property; (v) creates or grants a Lien (including Liens upon properties acquired under conditional sales, capital leases or other title retention or security devices) that is material to the Company and its Subsidiaries, taken as a whole, other than any Permitted Lien; (vi) relates to any joint venture, partnership, limited liability or other similar Contract relating to the formation, creation, operation, management or control of any joint venture or partnership that is material to the business of the Company and its Subsidiaries, taken as a whole; (vii) is an indenture, credit agreement, loan agreement, security agreement, guarantee (other than any guarantee provided with respect to a wholly owned Subsidiary of the Company), note, mortgage or other Contract providing for or securing indebtedness for borrowed money or deferred payment (in each case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $25 million; (viii) is a settlement, conciliation or similar Contract (x) with any Governmental Entity or (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $25 million after the date of this Agreement; (ix) relates to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or any real property having an aggregate purchase price in excess of $25 million; (x) pursuant to which the Company or any of the its Subsidiaries is a party obligated, directly or by which it is bound (collectivelyindirectly, the “Material Contracts”):to make any loan, capital contribution to, or other investment in, any Person; or (ixi) Contracts with contains any Stockholders or any current officer or director covenant that materially limits the ability of the Company or any of the its Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete engage in any line of business business, or with any person in any geographical area or covenants of any other person not to compete with the Company any Person or operate at any geographic location. Each Contract of the Subsidiaries type described in any line this Section 3.19(a) (including those described in the introductory clause of business or in any geographical area; this subsection (viiia)) Contracts under which the is referred to herein as a “Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the SubsidiariesMaterial Contract.” (b) Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Company Material ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. To the 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 where such breach or default would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) 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 full force and effect and (ii) neither the Company nor any of its Subsidiaries has received any written notice or claim of default under any default Company Material Contract or event that any written notice, or, to the Knowledge of the Company, verbal indication of an intention to terminate any Company Material Contract. As of the date of this Agreement, except as would not have a Company Material Adverse Effect, no Person is renegotiating with notice or lapse of time, or both, would constitute a default the Company any material amount paid by the Company and the Subsidiaries under any Company Material Contract or any other material term or provision of any Company Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Subsections (i) through (iii) of Section 4.16 of the Disclosure Schedule 5.13(a) sets forth all contain a list of the following Contracts types of contracts and agreements to which the Company or any of the Subsidiaries Subsidiary is a party or by which it is bound (collectivelysuch contracts, agreements and arrangements as are required to be set forth in Section 4.16(a) of the “Material Contracts”Disclosure Schedule being the "MATERIAL CONTRACTS"): (i) Contracts with any Stockholders all contracts and agreements that limit, or any current officer or director purport to limit, the ability of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not Subsidiary to compete in any line of business or with any person or entity or in any geographical geographic area or covenants during any period of time; (ii) any other person not to compete agreement with (A) a Principal Stockholder of the Company or any of its affiliates, (B) any other controlling affiliate of the Subsidiaries Company, or (C) any director, executive officer or, if other than in any line the ordinary course of business or in consistent with past practice, any geographical area; (viii) Contracts under which other officer of the Company or any of his or her affiliates or any "associates" or members of his or her "immediate family" (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basisExchange Act); and (xiiii) outstanding agreements all other contracts and agreements, that would be "material contracts" for purposes of guaranty, surety or indemnification, direct or indirect, by the Company or any Paragraph 10 of Item 601 of Regulation S-K of the SubsidiariesSecurities Act. (b) Neither Except as would not have a Material Adverse Effect on the Company nor any Subsidiary Company, (i) each Material Contract is a legal, valid and binding agreement, and none of the Material Contracts is in default by its terms or has received any written notice of any default been canceled by the other party; (ii) to the Company's knowledge, no other party is in breach or event that with notice or lapse of timeviolation of, or bothdefault under, would constitute a default by any Material Contract; (iii) the Company and the Subsidiaries are not in receipt of any claim of default under any such agreement; and (iv) neither the execution of this Agreement nor the consummation of any Transaction shall constitute a default under, give rise to cancellation rights, or otherwise adversely affect any of the Company's rights under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effectincluding any amendments thereto.

Material Contracts. (a) Schedule 5.13(aExcept for this Agreement, Section 4.17(a) sets forth all of the following Contracts Company Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract described in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company or any of the Subsidiaries Company Subsidiary is a party or by to which it any of their respective properties or assets is bound subject, other than any Company Benefit Plans (collectivelyall Contracts of the type described in this Section 4.17(a), whether or not set forth in Section 4.17(a) of the Company Disclosure Letter, being referred to herein as “Material Contracts”): (i) Contracts each Contract that limits in any material respect the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time) to compete or engage in any line of business or geographic region or with any Stockholders Person or sell, supply or distribute any product or service or that otherwise has the effect of restricting in any material respect the Company, the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) any material joint venture or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any current officer Company Subsidiary of future payments (whether in cash, equity or director otherwise) in excess of $1,000,000; (iv) each Contract that gives any Person the right to acquire any assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase goods, products and off-the-shelf Technology) after the date hereof with consideration of more than $1,000,000; (v) any Contract for the license of (or grant of rights in or to use) Intellectual Property Rights, AI Technology, Personal Data, or Technology, other than (A) non-exclusive out-licenses (or non-exclusive grants of rights) granted in the ordinary course of business, and (B) non-exclusive in-licenses of (or non-exclusive grants of rights in) (1) immaterial Intellectual Property Rights in the ordinary course of business, (2) commercially available Technology (including AI Technology) with annual aggregate or one-time fees of less than $250,000, or (3) Personal Data where such Personal Data are used in the ordinary course of business of the Company or a Company Subsidiary; (vi) any material settlement or similar Contract with a Governmental Entity containing unpaid monetary obligations or ongoing injunctive relief (other than (A) confidentiality and non-disparagement restrictions and covenants not to sue that are, in each case, customary and ancillary to the monetary relief granted and (B) requirements that the Company or any Company Subsidiaries comply with applicable Law), other than those relating to (A) Taxes or (B) any Company Government Contract where the Governmental Entity acts in its capacity as a customer of the Company or any of its Subsidiaries; (vii) except as has not been, and would not reasonably be expected to be, individually or in the Subsidiaries aggregate, material to the Company and the Company Subsidiaries, taken as a whole, any settlement or similar Contract restricting in any respect the operations or conduct of the Company or any Affiliate Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (viii) each Contract pursuant to which the Company or any Company Subsidiary has paid or received payments in excess of $2,500,000 in the fiscal year ended December 31, 2023, or is obligated to pay or entitled to receive payments in excess of $2,500,000 in the 12-month period following the date hereof, in each case, other than (A) Contracts solely between the Company and a wholly-owned Company Subsidiary or solely between wholly-owned Company Subsidiaries, (B) Company Leases and (C) Contracts otherwise described in any other subsection of this Section 4.17(a); (ix) except where the exercise of any such right or imposition of such limitation has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or assets; (x) each Contract that is (A) a Material Customer Agreement or (B) a Material Supplier Agreement; (xi) each Contract in which the Company or any Company Subsidiary has granted any exclusivity rights or “most favored nations” provisions, in each case that are material in any respect to the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xii) each Contract not otherwise described in any other subsection of this Section 4.17(a) evidencing outstanding Indebtedness for borrowed money (or commitments in respect thereof) of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $2,000,000 other than Contracts solely between the Company and a wholly-owned Company Subsidiary or solely between wholly-owned Company Subsidiaries; (xiii) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly-owned Company Subsidiary) of the Company or any Company Subsidiary, any beneficial owner, directly or indirectly, of more than 5% of the Stockholdersshares of Company Common Stock or, to the Knowledge of the Company, any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, excluding any such Contract entered into in the ordinary course of business on commercially reasonable, arms’ length terms and is not material to the Company; (iixiv) Contracts with any labor union or association representing any employee each of the top 10 Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition Leases based on rent paid by the Company or any of a Company Subsidiary in the Subsidiaries of any operating business or the capital stock of any other Personfiscal year ended December 31, 2023; (vxv) Contracts relating each Company Government Contract pursuant to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any Company Subsidiary received payments in excess of $1,000,000 in the Subsidiaries has made advances or loans to any other Personfiscal year ended December 31, 2023; (ixxvi) Contracts providing for severance, retention, change in control or other similar paymentseach Specified Contract; (xxvii) Contracts each Contract for the employment provision of any individual on a fullmaterial third-timeparty labor-, partworkforce-time or consulting related or other basisoutsourcing services; and (xixviii) outstanding agreements any Contract not otherwise described in any other subsection of guaranty, surety or indemnification, direct or indirect, by this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company or any (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SubsidiariesSEC). (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available (or will be made available in accordance with Section 4.17(b) of the Company Disclosure Letter) to Parent or publicly filed with the SEC prior to the date hereof (other than purchase orders and statements of work entered into in the ordinary course of business and which do not contain any material terms not contained in the underlying Material Contract, which purchase orders and statements of work also shall not be required to be individually listed in the Company Disclosure Letter). Neither the Company nor any Company Subsidiary has received any written notice is in breach of any or default or event that with notice or lapse under the terms of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations and any expiration thereof in accordance with its terms existing as of the date hereof. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Government Contract was legally awarded, (ii) no Company Government Contract or outstanding Company Government Bid is, as of the date hereof, the subject of bid, award, or size protest proceedings, and (iii) neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Company Government Contract. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2022, (A) all material facts set forth or acknowledged by any representations, certifications or statements made or submitted by or on behalf of the Company or any Company Subsidiary in connection with any Company Government Contract or Company Government Bid were true and complete as of the date of submission and made by an authorized representative of the Company or a Company Subsidiary, and (B) neither any Governmental Entity nor any prime contractor or higher-tier subcontractor has notified the Company or any Company Subsidiary in writing that the Company or any Company Subsidiary has, or is alleged to have, breached or violated in any material respect any Law, representation, certification, disclosure, clause, provision or requirement pertaining to any Company Government Contract. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2022, (1) no costs incurred by the Company or any Company Subsidiary in excess of $1,000,000 per annum pertaining to any Company Government Contract have been deemed finally disallowed in writing by a Governmental Entity or, to the Company’s Knowledge, proposed for disallowance, and (2) no payment due to the Company or any Company Subsidiary pertaining to any Company Government Contract has been withheld or set off, nor, to the Company’s Knowledge, has any claim been made to withhold or set off any such payment. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2022, (i) none of the Company, any Company Subsidiary or, to the Company’s Knowledge, any of their respective other Principals (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended or excluded, or to the Company’s Knowledge, proposed for debarment, suspension or exclusion, from participation in or the award of Contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, (ii) none of the Company or any Company Subsidiary has received any written request to show cause, (iii) none of the Company or any Company Subsidiary has been declared non-responsible or ineligible, or otherwise excluded from participation in the award of any Contract with a Governmental Entity (excluding for this purpose ineligibility to bid on certain Contracts due to generally applicable bidding requirements), (iv) none of the Company or any Company Subsidiary is for any reason listed on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs, (v) neither the Company nor any Company Subsidiary, nor any of their respective directors or officers, nor to the Company’s Knowledge, any other employee is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Company Government Contract, (vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is the subject of any actual, or threatened, “whistleblower” or “qui tam” lawsuit, audit by a Governmental Entity (other than a routine contract audit) or investigation by a Governmental Entity of the Company or any Company Subsidiary with respect to any Company Government Contract, including any material irregularity, misstatement or omission arising thereunder or relating thereto alleged in writing, and, to the Company’s Knowledge, there is no basis for any such investigation, indictment, lawsuit or audit, and (vii) neither the Company nor any Company Subsidiary has made any (A) voluntary disclosure to any Governmental Entity with respect to any alleged material irregularity, misstatement, omission, fraud or price mischarging, or other violation of Law, arising under or relating to a Company Government Contract or (B) mandatory disclosure, pursuant to Federal Acquisition Regulation 52.203-13 or similar Governmental Entity mandatory reporting requirements, to any Governmental Entity and, to the Company’s Knowledge, there are no facts that would require mandatory disclosure thereunder.

Material Contracts. (a) Section 4.14(a) of the Company Disclosure Schedule 5.13(a) sets forth a list of all Contracts which are in effect as of the date hereof and 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 businesses, properties or assets are bound that meet any of the following Contracts criteria (each, a “Company Material Contract”): (i) calls for the payment, reimbursement or offset by or on behalf of the Company or any of its Subsidiaries in excess of $20,000 per annum, or the delivery by the Company or any of its Subsidiaries of goods or services with a fair market value in excess of $20,000 per annum, during the remaining term thereof and which by its terms does not terminate or is not terminable without material penalty by the Company or any of its Subsidiaries upon ninety (90) days or less prior notice; (ii) provides for the Company or any of its Subsidiaries to receive any payments, reimbursements or offsets in excess of, or any property with a fair market value in excess of $20,000 during the remaining term thereof (and which by its terms does not terminate or is not terminable without material penalty by the Company or any of its Subsidiaries upon ninety (90) days or less prior notice; (iii) contains covenants (A) limiting in any material respect the ability of the Company or any of its Subsidiaries (or any of their respective successors or Affiliates) to compete or operate in any line of business or geographical area or provide any products or services of or to any other Person, (B) obligating the Company or any of its Subsidiaries (or any of their respective successors or Affiliates) to conduct any business on an exclusive basis with any Person or (C) providing the counterparty thereto with “most favored nation,” rights of first refusal or offer or similar rights; (iv) provides for Company or any of its Subsidiaries to receive material administrative services or management services; (v) was entered into in connection with the acquisition or disposition by the Company or any of its Subsidiaries of any business or the shares, capital stock or other ownership interests of any other Person and (A) under which there are any material ongoing obligations or (B) which acquisition is not yet complete; (vi) there is any option, warrant, call, subscription or other right, agreement, arrangement or commitment to acquire any business or the shares, capital stock or other ownership interests of any other Person; (vii) was entered into with any Governmental Authority; (viii) relates to any indebtedness for borrowed money that creates payment obligations from or to any party to or from the Company or any of its Subsidiaries in excess of $20,000, other than in the ordinary course of business; (ix) pursuant to which the Company or any of its Subsidiaries (A) is granted or obtains any right to use any material Intellectual Property (other than any non- exclusive end user click-wrap and shrink-wrap license to Software that is generally commercially available), (B) permits or agrees to permit any Person, or is permitted by any Person, to use any material Intellectual Property, (C) is restricted in the use, enforcement or registration of any material Intellectual Property, or (D) other than as a result of limitations on the scope, territory or term of a license to Intellectual Property, is restricted in any material respect from using Intellectual Property to engage in any particular business or operating in any territory or during any period of time, including co-existence agreements, settlement agreements and covenants not to assert Intellectual Property rights; (x) pursuant to which the Company or any of its Subsidiaries has directly or indirectly guaranteed or otherwise agreed to be responsible for indebtedness for borrowed money or other Liabilities of any Person in excess of $10,000; (xi) is a party or by which it is bound (collectively, the “Material Contracts”):Company Intercompany Agreement; (ixii) Contracts was entered into outside of the ordinary course of business; (xiii) requires the Company or any of its Subsidiaries to indemnify any Person; (xiv) is a Contract between a Company Service Provider, on the one hand, and the Company or any of its Subsidiaries, on the other hand; (xv) creates any partnership, joint venture, limited liability company or similar arrangement; (xvi) is a Contract between the Company or any of its Affiliates, on the one hand, and with any Stockholders investment banker, broker, financial advisor or any current officer similar service provider, on the other, whether or director not such agreement entitles such service provider to a fee as a direct result of the transactions contemplated by this Agreement; or (xvii) is otherwise material to the business or operations of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the its Subsidiaries. (b) Neither (i) Each Company Material Contract is a valid and binding obligation of the Company or one of its Subsidiaries and, to the Knowledge of the Company, each other party or parties thereto, in accordance with its terms and, unless terminated by the other parties thereto or expired in accordance with the terms of such Company Material Contract following the date hereof, is in full force and effect, and (ii) the Company and its Subsidiaries are not, and, to the Knowledge of the Company, no other party thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in each of the Company Material Contracts (and neither the Company nor any Subsidiary of its Subsidiaries has received any written notice alleging any such default). (c) The Company has made available to the Purchaser prior to the date hereof copies of any default or event that with notice or lapse of time, or both, would constitute a default by the each Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Section 3.18(a) of Seller Disclosure Schedule 5.13(a) sets forth all lists, as of the date hereof, each of the following Contracts to which of the Company or and the Company Subsidiaries (except for any Contracts that are within the scope of the Subsidiaries is a party or by which it is bound Section 3.14 hereof) (collectively, the such Contracts being “Material Contracts”): (i) Contracts with any Stockholders or any current officer or director of the Company or any of the Subsidiaries or any Affiliate Contract relating to indebtedness for borrowed money (other than a Subsidiary) Contracts relating to the creation of deposit liabilities, repurchase agreements, purchase or sale of federal funds, Federal Home Loan Bank advances, and certificates of deposit entered into in the Company or any ordinary course of the Stockholdersbusiness consistent with past practice); (ii) Contracts with any labor union Contract under which it is participating or association representing any employee of the Company has agreed to participate as a general partner, limited partner, limited liability company member, joint venturer or any of the Subsidiariesventure capital or similar investor; (iii) any Contracts for the sale of any of the assets of between or among the Company or any Company Subsidiary, on the one hand, and the Seller or any Affiliate of the Subsidiaries Seller, on the other than in the Ordinary Course of Businesshand; (iv) Contracts relating any employment, severance, termination, employee-like consulting or retirement Contract binding on it for aggregate payments to any Person in any calendar year in excess of $50,000 or with respect to the acquisition by the Company employment of, severance, retention or payment to, any of the Subsidiaries of any operating business or the capital stock of any other Personits directors and executive officers; (v) any Contract providing for annual fees or other payments by it equal to or in excess of $50,000 in the aggregate (other than Contracts relating to that fall within the incurrence scope of Indebtedness, or the making another category of any loansthis Section 3.18(a)); (vi) Contracts for joint venturesany Contract granting an Encumbrance, strategic alliances other than Permitted Encumbrances, upon any of its properties or partnershipsassets; (vii) any Contract entered into within the last five years relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) contemplating an exchange of value in excess of $1,000,000, other than Contracts containing covenants of entered into in the Company or any of the Subsidiaries not to compete in any line ordinary course of business or consistent with any 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 geographical areapast practice; (viii) Contracts under any non-competition or non-solicitation Contract that limits or purports to limit the manner in which, the duration for which or the Company localities in which, its business is or any could be conducted or the types of the Subsidiaries has made advances business that it conducts or loans to any other Personmay conduct; (ix) Contracts providing for severanceany material Contract involving Intellectual Property or relating to the provision of data processing, retention, change in control network communication or other similar paymentstechnical services to or by it (other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that has not been modified or customized for the Company or Company Subsidiaries); (x) Contracts for any Contract relating to the employment settlement of any individual on Action within the past three years with (A) any Governmental Authority or (B) any Person (other than a full-time, part-time or consulting or other basisGovernmental Authority) for an amount in excess of $100,000; (xi) any Risk Management Contract; and (xixii) outstanding agreements of guarantyall written amendments, surety or indemnification, direct or indirect, by the Company or any supplements and modifications in respect of the Subsidiariesforegoing. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 5.13(a4.15(a) sets forth all a complete and accurate list of the following Contracts written agreements and arrangements to which the Company or any of the Company Subsidiaries is a party party, or by to which it is bound any of their respective assets, property or businesses are subject, or under which the Company or any of the Company Subsidiaries has any outstanding rights or obligations (collectively, the “Material Contracts”): (i) Contracts with any Stockholders mortgage, deed of trust, loan agreement, indenture, note, security agreement, installment obligation or other instrument for or relating to any current officer borrowing of money, or director extending of credit, in each case, to or from the Company or any of the Subsidiaries Company Subsidiaries; (ii) any guaranty, direct or any Affiliate (other than a Subsidiary) of indirect, primary or secondary, by the Company or any of the Stockholders; Company Subsidiaries of any obligation for borrowings or otherwise, excluding (ii) Contracts with any labor union or association representing any employee of A)guarantees by the Company or any of the SubsidiariesCompany Subsidiaries of the obligations of another Company Subsidiary and (B) endorsements made for collection in the ordinary course of business consistent with past practice; (iii) Contracts any arrangement providing for the sale grant of any preferential rights to purchase or lease any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of BusinessCompany Subsidiaries; (iv) Contracts relating any arrangement that obligates the Company or any of the Company Subsidiaries to conduct business on an exclusive or preferential basis with any Person; (v) any Material Lease; (vi) any personal property leases involving, in each case, annual payments in excess of $50,000; (vii) any arrangement not otherwise set forth on Schedule 4.15(a) requiring expenditures by or payments to the acquisition Company or any of the Company Subsidiaries in an amount in excess of $50,000 per year; (viii) any confidentiality or non-disclosure arrangement that restricts the ability of the Company or any of the Company Subsidiaries to disclose or use any information; (ix) any arrangement containing noncompetition, non-solicitation or other limitations restricting the ability of the Company or any of the Company Subsidiaries to compete with any Person or in any geographic area or to solicit the employees or customers of any Person; (x) any arrangement imposing any restriction or limitation on the sale or other transfer of any of the assets or securities of the Company or any of the Company Subsidiaries; (xi) any joint venture, partnership or similar agreements involving the sharing of profits, losses, costs or liabilities by the Company or any of the Company Subsidiaries of with any operating business or the capital stock of any other Personthird party; (vxii) Contracts any arrangement relating to the incurrence of Indebtednessan acquisition, divestiture, merger or the making of any loans; (vi) Contracts for joint venturessimilar transaction containing representations, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severancecovenants, retention, change in control indemnities or other similar payments; (x) Contracts for the employment of obligations, including any individual on a full-time, part-time or consulting “earnout” or other basis; and (xi) outstanding agreements of guarantydeferred or contingent consideration, surety or indemnification, direct or indirect, entered into by the Company or any of the SubsidiariesCompany Subsidiaries in the past three (3) years that individually could reasonably be expected to result in future payments under such arrangement in excess of $250,000; and (xiii) any undertaking to enter into any of the foregoing. (b) Neither The Company has made available to the Buyer true and complete copies of each of the Material Contracts. To the Company’s Knowledge, as of the Closing, except as set forth on Schedule 4.15(b), each of the Material Contracts is in full force and effect. Except as set forth on Schedule 4.15(b), with respect to each Material Contract: (i) such Material Contract is valid and binding on the Company nor or the applicable Company Subsidiary and, to the Company’s Knowledge, each of the other parties to such Material Contract (except to the extent that the enforceability thereof may be limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and (y) general principles of equity (regardless of whether considered in a proceeding in equity or at law), (ii) the Company or the applicable Company Subsidiary and, to the Company’s Knowledge, each of the other parties to such Material Contract, has performed all obligations required to be performed by it thereunder in all material respects and is not in breach or default thereunder in any material respect and (iii) the Company or the applicable Company Subsidiary has not received any written notice of any default and, to the Company’s Knowledge, no event has occurred that, with or event that with without notice or lapse passage of time, time or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have constitute, a breach or default under such Material Adverse EffectContract.

Material Contracts. (a) ​​​​​​​ Section 2.14(a) of the Seller Disclosure Schedule 5.13(a) sets forth all a true, correct and complete list of each Contract pursuant to which the Company is a party, to which any of its assets or properties are bound, or pursuant to which it has any rights and/or obligations, in each case in any one or more of the categories listed below (and each such Contract is listed under a heading in Section 2.14(a) of the Seller Disclosure Schedule that corresponds with the applicable clause among the following Contracts to which such Contract relates): (A) all Contracts that provide for payments after the date hereof by or to the Company thereunder of more than $10,000 per year, including without limitation all such Contracts that are (1) Contracts with customers, vendors or the like, provided, that, with respect to purchase orders with customers, Section 2.14(a)(i) of the Seller Disclosure Schedule shall provide a list of all open purchase orders (without regard to such $10,000 threshold) as of the close of business on the last Business Day prior to the date of this Agreement, (2) Contracts for capital expenditures (including leases of personal property), supplies or services, (3) guarantees of third party obligations, and (B) Contracts with any current or former officer, employee or consultant of the Company for annual compensation or severance agreements; (ii) all Contracts that provide for change in control, retention, transaction bonus or similar arrangements, including obligations of the Company to make any payment to any Person, including any holder of any equity securities of the Company, based upon or related to the value of any equity securities of the Company; (iii) all Contracts that are collective bargaining agreements, labor Contracts or other written agreements or arrangements with any labor union, works council, labor organization, or any other employee organization; (iv) all Contracts that provide for any partnership, joint venture, strategic alliance, revenue sharing or other collaboration; (v) all Contracts that relate to the sale or acquisition of any assets of the Company, other than in the Ordinary Course, or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any assets of the Company, other than in the Ordinary Course; Stock Purchase Agreement (vi) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (vii) all Contracts that restrict or prohibit the kinds of businesses in which the Company may engage, including any Contract containing a covenant not to compete or not to solicit, or limiting or purporting to limit the method or scope of conduct of the CID Business, or preventing the Company from engaging freely in any part of the CID Business anywhere in the world, or including restrictions on the Company’s ability to employ any Person in any market or geographical area, in each case binding on the Company or any employees or other service providers of the Company; (viii) all Contracts that relate to or evidence Indebtedness (including guarantees), including as an indenture, mortgage, loan agreement, promissory note or other Contract for the borrowing of money or a line of credit or which otherwise places an Encumbrance on any assets of the CID Business; (ix) all Contracts with respect to Intellectual Property, Software or Source Code, including licenses (whether as licensor or licensee) (including all Third Party IP Licenses and Company IP Licenses), options, covenants not to assert, or other rights or immunity with respect to any Intellectual Property, Software or Source Code or Contract relating to the development, ownership or enforcement of Intellectual Property, Software or Source Code, including without limitation any settlement or coexistence agreements, and including (A) Contracts with current or former employees, consultants, or contractors regarding the ownership, use, protection or nondisclosure of any Intellectual Property, Software, or Source Code and (B) any Contract relating to the licensing of Intellectual Property, Software, or Source Code by the Company from or to a third party (except licenses for commercially available, unmodified, off-the-shelf software purchased or licensed for less than a total cost of $5,000 in the aggregate entered into by the Company in the Ordinary Course); (x) all Contracts that require the Company to purchase or sell a stated portion of the requirements or outputs of its business or that contain "take or pay" provisions; (xi) all Contracts that provide for the indemnification of any other Person; (xii) all Contracts that provide for the assumption of any Tax, environmental or other Liability of any Person; (xiii) all broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, sales representative, market research, marketing, consulting and advertising Contracts; (xiv) [Intentionally Omitted]; (xv) all Contracts relating to swap, hedging, forward exchange or other derivative arrangements; (xvi) all Contracts with any Governmental Authority; (xvii) all Contracts between (1) the Company or any of its Subsidiaries, on the Subsidiaries one hand, and (2) any other Seller Party or any director, officer, member, manager, employee, Affiliate, shareholder, or other service provider of a Seller Party, any of such individual's family members, or any of their respective Affiliates, on the other hand; Stock Purchase Agreement (xviii) all powers of attorney with respect to the CID Business; (xix) all Real Property Leases; (xx) all Contracts that involve any “most favored nation” rights or similar rights or obligations of the Company or other Person or any other similar provision; (xxi) all Contracts pursuant to which the Company has or may have any Liability to any investment bank, broker, financial advisor, finder or other similar Person (including an obligation to pay any legal, accounting, brokerage, finder’s or similar fees or expenses) in connection with this Agreement or the Transactions; (xxii) all Contracts that evidence the settlement or compromise of any Proceeding involving either (A) any ongoing payment obligations by the Company, (B) the imposition of any non-monetary restrictions upon the Company that continue to be in effect or (C) the admission of wrongdoing on the part of the Company; (xxiii) all Contracts that (1) cannot be terminated by the Company unless it provides advance notice of 30 days or more, or (2) cannot be terminated by the Company without incurring a fee, penalty, charge, payment or prepayment obligation; (xxiv) all other Contracts that are material to the assets or the operation of the CID Business and not previously disclosed pursuant to this Section 2.14(a); (xxv) any outstanding binding commitment to enter into any Contract of the type described in subsections (i) through (xxvi) of this Section 2.14(a); and (xxvi) any Contract or group of Contracts with a Person or Governmental Authority the termination of which would be reasonably expected to have a material effect on the Company, its assets, liabilities, or the CID Business and is not otherwise disclosed pursuant to the other clauses of this Section 2.14(a). (b) ​​​​​​​ Seller has made available to Buyer a party or by which it is bound true and correct copy of each Contract (including any and all amendments, supplements and modifications thereto) described in each of the clauses of Section 2.14(a) above (collectively, the “Material Contracts”): ); provided, however, that with respect to purchase orders of the CID Business, Seller has provided to Buyer (i) Contracts with any Stockholders or any current officer or director a true and correct list of open purchase orders and (ii) copies of each purchase order requested to be reviewed by Buyer. Each Material Contract is in full force and effect and is a valid and binding obligation of the Company and the other parties thereto and is enforceable against the Company and the other parties thereto in accordance with its terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is considered in a Proceeding in equity or at law). Neither the Company nor, to the Knowledge of the Company, any other party to a Material Contract is in breach of, or default under, any Material Contract. All certifications and representations submitted by or on behalf of the Company in connection with any Material Contract were true and correct when given and all notices regarding the updating of such certifications and representations have been given if required. As of the date hereof, neither Seller nor the Company has received any claim or notice of material breach of or material default under any Material Contract. As of the date hereof, no party has indicated to Seller or the Company its intent to terminate or modify any Material Contract. No Material Contract is subject to any material modifications, amendments or claims by any of the Subsidiaries parties thereto, and there are no renegotiations, attempts to renegotiate or outstanding rights to negotiate any Affiliate (other than a Subsidiary) of the Company amount to be paid or any of the Stockholders; (ii) Contracts with any labor union payable to or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or under any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of IndebtednessMaterial Contract, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries and no Person has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiaries. (b) Neither the Company nor any Subsidiary has received any written given notice of any default demand for renegotiation or threat of cancellation of any Material Contract. To the Company’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may, in any material respect, contravene, conflict with or result in a violation or breach of, or both, would constitute a default by give the Company and or any other Person the Subsidiaries under right to declare a breach or default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract. Subject to the receipt of the consents set forth on Section 1.5(a)(xii) of the Seller Disclosure Schedule, except for such defaults that are no longer continuing or would the transactions contemplated by this Agreement and the Transaction Documents will not reasonably be expected afford any other party to have a Material Adverse Effect.Contract the right to terminate or make any modifications to the terms of the Material Contract. Stock Purchase Agreement

Material Contracts. (a) Schedule 5.13(aSection 3.09(a) sets forth all of the Disclosure Schedules lists as of the date hereof, each of the following Contracts to which the Company or any of the Subsidiaries is a party or by to which it the Company is bound relating to the Company's rehabilitation business (collectively, the “"Material Contracts”"): (i) Any Contracts with involving aggregate consideration in excess of $20,000 or requiring performance by any Stockholders party more than one year from the date hereof, which, in each case, cannot be cancelled without penalty or any current officer or director of the Company or any of the Subsidiaries or any Affiliate without more than ninety (other than a Subsidiary90) of the Company or any of the Stockholdersdays' notice; (ii) all Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for that relate to the sale of any of the Company's assets of the Company or any of the Subsidiaries other than in the Ordinary Course ordinary course of Businessbusiness, for consideration in excess of $50,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets with a Material Supplier; (iv) Contracts relating to any Contract for the acquisition by the Company sale of products or any of the Subsidiaries of any operating business or the capital stock of any other Personservices with a Material Customer; (v) Contracts relating any employment, consulting or similar Contract, retention agreement or other Contract with any current or former employee, independent contractor or consultant of the Company pursuant to which the incurrence of Indebtedness, Company has any ongoing annual Liability equal to or the making of any loansgreater than $50,000 or more; (vi) Contracts for joint ventures, strategic alliances any Contract granting any third party the exclusive right to purchase or partnershipsdistribute any Company products or services or provide any Company products or services; (vii) Except for Contracts containing covenants relating to trade payables, all Contracts that relate to indebtedness (including, without limitation, guarantees), in each case having an outstanding principal amount in excess of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area$25,000; (viii) all collective bargaining Contracts under which the Company with any labor organization, union or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiariesassociation. (b) Neither The Company is not in default nor has any event occurred which, with the Company nor any Subsidiary has received any written notice giving of any default or event that with notice or lapse the passage of timetime or both, would constitute a default, under any Material Contract, and, to Seller's actual knowledge, no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default by the Company and the Subsidiaries any other party under any Material Contract. Each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms and, except for such defaults that are no longer continuing to Seller's actual knowledge, is not subject to any claims, charges, setoffs or would not reasonably be expected to have a defenses. (c) Seller has provided Buyer with correct and complete copies of each Material Adverse EffectContract.

Material Contracts. (a) Section 3.18 of the Company Disclosure Schedule 5.13(a) sets forth a list of all Material Contracts (as hereinafter defined). The Company has heretofore made available to Parent true, correct and complete copies of the following Contracts all written or oral contracts and agreements (and all material amendments, modifications and supplements thereto and all side letters to which the Company or any of its subsidiaries is a party materially affecting the Subsidiaries obligations of any party thereunder) to which the Company or any of its subsidiaries is a party or by which it is any of its properties or assets are bound (collectivelythat are material to the business, properties or assets of the “Material Contracts”): Company and its subsidiaries taken as a whole, including, without limitation, all: (i) Contracts employment, severance, personal services or consulting contracts (other than any such contracts that are terminable without penalty upon not more than 90 days notice), and all non-competition or indemnification contracts with any Stockholders current or any current officer former directors, officers or director employees of the Company or any of its subsidiaries (including, without limitation, any contract to which the Subsidiaries Company or any Affiliate of its subsidiaries is a party involving employees of the Company); (ii) material license agreements relating to Intellectual Property (as defined in Section 3.21) granting to the Company a license to practice technology used in the conduct of its current operations; (iii) contracts granting a right of first refusal or first negotiation for essential properties, services or supplies, or material sales not in the ordinary course; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease (including leases in connection with financing transactions) of any properties or assets of the Company with a value in excess of $3 million (by merger, purchase or sale of assets or stock or otherwise) entered into since January 1, 1996; (vi) material contracts or agreements with any Governmental Entity; (vii) loan or credit agreements, mortgages, indentures or other than a Subsidiaryagreements or instruments evidencing (A) indebtedness for borrowed money by the Company or any of its subsidiaries or any such agreement pursuant to which indebtedness for borrowed money may be incurred (including guaranties) or (B) Liens securing any such indebtedness; (viii) agreements that purport to limit, curtail or restrict the ability of the Company or any of its subsidiaries, or would restrict the Stockholders; (ii) Contracts with any labor union or association representing any employee ability of the Company Parent or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtednessits subsidiaries, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any geographic area or line of business or with any 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 geographical areabusiness; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the Subsidiaries. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Section 2.24(a) of the Disclosure Schedule 5.13(a) sets forth all a true, correct and complete list (including the title, date, and parties), as of the date hereof, of each of the following Contracts contracts, arrangements or understandings (other than Service Contracts, Leases and contracts to perform obligations under Leases) to which the Company or any of the Subsidiaries MM Entities is a party or by which it is bound with respect to the Property (collectively, the “"Material Contracts”"): (i) Contracts with any Stockholders each employment, severance, management, consulting, change in control and other agreement involving compensation for services rendered or any current officer or director of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholdersto be rendered; (ii) Contracts each credit agreement, loan agreement, indenture, note, mortgage, security agreement, loan commitment, evidence of indebtedness or other contract relating to indebtedness for borrowed money; (iii) each contract, agreement or other arrangement granting any person or entity any preferential right to purchase any of the material assets of any of the To Be Acquired Companies; (iv) each collective bargaining or similar agreement with any labor union or association representing employees of any employee of the Company or any of the SubsidiariesTo Be Acquired Company; (iiiv) Contracts for the sale each employee benefit or other similar plan currently in existence with respect to employees of any To Be Acquired Company; (vi) each contract, agreement, arrangement or understanding with any stockholder, partner, director or officer of any of the assets of the Company To Be Acquired Companies; and (vii) each other contract, agreement or any of the Subsidiaries other than understanding (whether written or oral), (A) entered into in the Ordinary Course of Business; (iv) Contracts relating to Business which involves the acquisition payment or receipt by the Company or any member of the Subsidiaries MM Group of any operating business an amount in excess of $50,000 per annum or the capital stock of any other Person; (vB) Contracts relating to the incurrence of Indebtedness, that was entered into or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants now is outside of the Company or any Ordinary Course of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company or any of the Subsidiaries has made advances or loans to any other Person; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other basis; and (xi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company or any of the SubsidiariesBusiness. (b) Neither The MM Group has delivered or made available to the Company nor Vornado Realty Group true, correct and complete copies of all Material Contracts (or representative forms thereof). All of the Material Contracts are valid, binding and enforceable obligations of the members of the MM Group and the To Be Acquired Companies that are parties thereto in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar rights of creditors generally and by general principles of equity. Except as set forth in Section 2.24(b) of the Disclosure Schedule, to the knowledge of the members of the MM Group none of the MM Entities is in material breach of or default under any Subsidiary has received any written notice of the Material Contracts. (c) Section 2.24(c) of the Disclosure Schedule sets forth a complete list as of the date hereof of all bank and savings accounts, certificates of deposit, safe deposit boxes and credit cards relating to the Contributed Interests and established by or for the benefit of any default of the MM Entities or event that with notice the To Be Acquired Companies or lapse their respective directors, officers or employees, in their capacities as such. Non-employee directors shall deliver to the applicable To Be Acquired Company on or prior to the Closing Date all credit cards for the account of time, or both, would constitute a default by the Company To Be Acquired Companies and relating to the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse EffectContributed Interests.

Material Contracts. (a) Schedule 5.13(a) sets forth 3.8 lists all of the agreements, contracts (other than contracts implied in law) and commitments (other than agreements, contracts or commitments relating to assets in the investment portfolio of the Company) of the following Contracts types to which the Company or any of the Subsidiaries is a party or by which it or any of its properties is bound as of the date hereof: (a) any collective bargaining agreement; (b) any employment, consulting, stay-pay or severance agreement; (c) any agreement with any Person containing any provision or covenant currently in effect limiting the ability of the Company to (i) sell any products or services of or to any other Person, (ii) engage in any line of business, or (iii) compete with or obtain products or services from any Person; (d) the leases relating to the Leased Real Property; (e) any contract or arrangement pursuant to which the Company has made or will make loans or advances, or has or will have incurred debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property, loan commitment or other contract or arrangement relating to the borrowing of funds, an extension of credit or financing; (g) any contract or arrangement involving a partnership, joint venture or other cooperative undertaking; (h) any outstanding written proxies, powers of attorney, or similar delegations of the authority of the Company (other than those given in connection with client contracts and those given in the ordinary course of business in connection with customary third party claim servicing agreements); (i) any agreement (other than employment, consulting, stay pay or severance agreements) with any present individual officer, director or employee of the Company; (j) any other agreement, contract or commitment (other than client contracts) which, in any case, requires payments or receipts by a party thereto after the date of this Agreement of more than $250,000 annually; (k) any client contract relating to the Major Customers as listed on Schedule 3.23; or (l) any agreement between the Company and any Affiliate of the Company. Seller has made available to Buyer true and complete copies of the items listed in Schedule 3.8 (collectively, the “Material Contracts”): (i) Contracts with any Stockholders ), which constitute all material contracts, agreements and other instruments, oral or any current officer or director of the Company or any of the Subsidiaries or any Affiliate (other than a Subsidiary) of the Company or any of the Stockholders; (ii) Contracts with any labor union or association representing any employee of the Company or any of the Subsidiaries; (iii) Contracts for the sale of any of the assets of the Company or any of the Subsidiaries other than in the Ordinary Course of Business; (iv) Contracts relating written, to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (v) Contracts relating to the incurrence of Indebtedness, or the making of any loans; (vi) Contracts for joint ventures, strategic alliances or partnerships; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with any 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 geographical area; (viii) Contracts under which the Company is a party or by which the Company is bound. The Company is not in breach of any of material representation, warranty or covenant contained in any Contract, and, to Seller’s knowledge, the Subsidiaries Company is not in default with respect thereto. Seller has made advances or loans no knowledge that any other party to any other Person; (ix) Contracts providing for severance, retention, change Contract is in control or other similar payments; (x) Contracts for the employment breach of any individual on a full-timematerial representation, part-time warranty or consulting covenant contained in such Contract or other basis; and (xi) outstanding agreements of guarantyis claimed to be in default in complying with any provision thereof or has committed or permitted any event which, surety with or indemnification, direct or indirect, by the Company or any of the Subsidiaries. (b) Neither the Company nor any Subsidiary has received any written notice of any default or event that with without due notice or lapse of time, time or both, would constitute such a default default. To Seller’s knowledge, each Contract is in full force and effect and is valid and binding upon the parties thereto in accordance with its terms, and to Seller’s knowledge, no event has occurred or condition exists which constitutes a material breach of any Contract by the Company and the Subsidiaries under any Material Contract, except for such defaults that are no longer continuing or would not reasonably be expected to have a Material Adverse Effectparty thereto.